The Return of Serpentor
by JasonLeeScottFan
Summary: The Joes thought things were bad when Cobra suddenly developed new armor and a new weapon. But when a dangerous Emperor previously thought to be dead returns, will they be able to stop Cobra, or is this the end of G.I. Joe! Includes several couples.
1. Chapter 1: A Dark Evil Gets Darker

OFTHE RETURN SERPENTOR

Disclaimer: I own nothing except the Flashblasters, DIC and Hasboro own everthing else.

A/N: This is my first G.I. Joe story. I hope everyone enjoys it!

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Chapter 1: A Dark Evil Gets Darker

Way down South on a tropical island off the coast of South America trouble was brewing. The leaders of the evil Cobra organization had come up with another plan to conquer the civilized world.

"Destro, have you got the Flashblasters distributed yet?" asked Cobra Commander. The Flashblasters were new weapons their engineers had designed. They looked like ordinary flashlights, but in truth, they were deadly weapons that could shoot flames, fireballs, or laser blasts, depending on the setting.

"Yes Commander. They're distributed and our new armor formula has been sprayed on all our vehicles. We're ready to attack!"

"Great work Destro! Let the attack commence! Cobra!" With that, the Cobra troops departed their headquarters and were on their way.

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Meanwhile, far away at G. Headquarters, the Joes were enjoying a day of peace and relaxation. Gung-Ho, Alpine, and Bazooka were golfing; Lady Jaye and Flint were taking a dip in the pool; and a whole group of Joes, including Duke and Scarlett, were playing volleyball in the sand volleyball court.

"I wish we had more days like this," Shipwreck said.

"With Cobra around, we're lucky to have today." Scarlett told him.

"Yeah man, enjoy it while you can." Footloose put in.

"Wait. What's that?" Scarlett said as a loud jet-whining sound filled the air.

"Don't look now. It's…" Breaker started.

"Cobra!" The battle cry finished Breaker's sentence.

"They're attacking our base!" Lady Jaye exclaimed.

"Battle stations, everyone!" Duke yelled.

As the Joes scrambled for battle stations Cobra attacked the base. The Joes got to their weapons; Tanks, Skystrikers, and the Brawler. As the Cobras continued to attack, the Joes fought back with everything they had. But the Joe's missiles and bombs weren't doing much good, thanks to Cobra's new armor formula. And when the Cobra troops brought out their Flashblasters, the Joes got pounded even more. As the battle raged on and on, Cobra captured Flint and Scarlett. Lady Jaye counterattacked and captured the Baroness. Cobra took their hostages and left.

"What's going on?" asked Bazooka.

"Why would they just leave?" replied Breaker.

"Yeah, and especially not try to free the Baroness?" added Lady Jaye.

"And what's with those new weapons?" Gung-Ho asked. "We've never seen the likes of those before."

"I know," Roadblock replied. "And they sure are powerful. And when you add in their new armor, Cobra has just gotten about ten times more dangerous." He was so upset that he forgot to speak in rhymes like he usually did. His words were met with grave nods.

"I don't like this one bit." Duke told the others. "Cobra must be planning something big, to go to all the trouble of developing new weapons and armor in such a short time." It had only been a couple of weeks since their last battle, and they didn't have either at that time. "Let's get inside and see if we can locate their base. Then we'll go from there."

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Back at Cobra headquarters, a squad of Vipers were leading the G. captives to the prison as Destro and Cobra Commander looked on from the balcony above.

"Your Flashblasters have performed beyond expectation, Destro," said Cobra Commander. "We were able to deliver our enemies a crushing defeat!"

"How can you say that, Commander?" Destro asked. "We do not have G. Headquarters yet."

"Yes, but G. will sacrifice their headquarters for the safe return of their comrades."

"How can you be so sure, Commander? With the Baroness captured, they can also deliver a ransom. We must rescue her immediately!" Destro exclaimed.

"Yes we will," said Cobra Commander. "I have a plan. We will move their comarades to our desert base. When the Joes come looking for their comrades, they won't find a trace of them! And with new our cloaking device, the desert base won't show up on their radar or tracking systems. They'll be on a wild goose chase; leaving their headquarters open and vulnerable to us. And so we go in and free the Baroness and take it over!" Cobra Commander threw back his head and laughed with evil glee. There was no stopping them now!

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Meanwhile the Joes were surveying the damage done to their headquarters. It didn't look good. Wreckage of planes and vehicles were everywhere. The training and practice fields were in ruins.

Duke came out of the main building. "Well, even though the outside is a mess, the inside is still intact. Mainframe went through our central computer and was able to locate Cobra's base. We need to get there immediately and free our comrades." He said, looking anxious.

"That could be a problem, with all of our planes destroyed." Ace told him.

"Not all of them are destroyed," Ripcord spoke up. "We have three Skystrikers hidden behind the base for repairs. I had just finished fixing them when Cobra attacked."

"Well, what are we waiting for? Let's go!" Lady Jaye exclaimed and ran to the back of the base with Ace and Roadblock. They got into the planes and took off. They were on their way to free their friends. Or so they thought.

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At the same time, Major Bludd was flying the two Cobra hostages to Cobra's secret dessert base.

"You'll never get away with this, Bludd!" Flint Shouted.

"Yeah! Our friends will find us and stop you!" Scarlett added fiercely.

""They will, eh." Major Bludd said mysteriously.

"What's that supposed to mean?" Scarlett demanded.

"That's for me to know and you to find out!" Major Bludd said and laughed evilly as the Night Raven flew further into the dessert.

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Meanwhile, at Cobra Headquarters, Cobra Commander and Destro were planning the rescue and takeover mission.

"I've got it!" Cobra Commander cried. "We attack a city somewhere away from their headquarters and lure the remaining Joes away, and while they are concentrating their efforts there, we will attack their headquarters and take it over! Since we're attacking on another front, they won't expect us there!"

"Excellent." Destro agreed. "But it's got to be convincing. We need a sizeable force attacking Washington. Let me lead it, and once we engage them, you and your force then go in and take over their headquarters and free the Baroness."

"Excellent! Have the Twins go with you as well. That will make it even more believing," Cobra Commander exclaimed.

Let's do it!" Destro replied, but before he could say anything more, the sound of the door opening behind them cut him off. He and Cobra Commander whirled around and gasped in total shock when they saw a very familiar figure standing there in the doorway.

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A/N: Well, there's chapter 1. I hope you like the story so far! I would greatly appreciate it if you'll please review and tell me what you think.


	2. Chapter 2: A Dangerous Enemy Returns!

THE RETURN OF SERPENTOR

Disclaimer: Same as before.

A/N: Thanks to those who reviewed and here's chapter two. Enjoy.

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Chapter 2: A Dangerous Enemy Returns

"There's the Cobra base we're looking for!" Exclaimed Lady Jaye after several hours as Cobra's island base came into view.

"We've flown hundred of miles; it's time to roast us some reptiles!" Roadblock cried gleefully.

"I hear ya, Roadblock," Ace said. "We're going in." The three Joes flew toward the Cobra base as Cobra guards opened fire. The Joes tried to get closer but had to pull back a little as more Cobra guards gathered on the roof and several window cannons began to fire as well as several Rattlers launching. In a matter of minutes the planes were shot down. The Joes bailed out and landed safely in the forest surrounding the Cobra Base. They tackled some Vipers and put on their uniforms. Disguised as Cobras, they were able to sneak inside the Cobra base and search it. But to their dismay, they found nothing. No prisoners, no sign of their whereabouts, nothing. The Joes began to feel hopeless.

"This doesn't make any sense. They've got to be here!" Lady Jaye cried in frustration.

"Or at least some clue as to there whereabouts," Ace added.

"Yeah, but we haven't found hide or hair. It's like they vanished into thin air," Roadblock said.

"Well, it looks like we've hit a dead end here," Ace said with a sigh. "We may as well get out of here and back to base while we still can. "Duke and the others may have found there." "We can only hope so, Ace," Lady Jaye replied. The others agreed, and confiscating three rattlers, they took off for Joe headquarters.

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Halfway around the world, Major Bludd was shoving the Joe prisoners into cells at Cobra's Desert Base.

"There's no hope of rescue now, you know." Major Bludd said happily. "With our super-sensitive cloaking machine, the Joes will never find us here!"

With sinking hearts, Flint and Scarlett realized he was right. This place was in the middle of nowhere and they weren't even aware that it existed at all. There was nothing they could do, except hope and pray for a miracle.

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"This is impossible!" Cobra Commander said in disbelief as they continued to gape at figure in the doorway.

"I agree, Commander," Destro replied, shaking his head.

"It must be a trick!" Cobra Commander stated.

"I don't think so," Destro told him as the figure entered and made it's way to them.

"I'm back!" The Cobra Emperor announced, when it reached them.

"Serpentor?! How? What? Why?" Cobra Commander stammered, taking in the imposing figure outfitted in green and gold, with a flowing green cape and snakelike helmet complete with hood and live green snake javelins around his neck. "How is this possible? I thought you were dead!"

"That's what I wanted everyone to think, Commander. After I was shot by Zartan, Everyone thought I had died, but I hadn't. I came around right before Dr. Mindbender put me in ice. But, since I knew that the ice would preserve me, and heal my injuries as well, I didn't say anything; I wanted to wait for the right time to make my great debut back into Cobra and the world. After Cobra Commander had Mindbender and the others buried alive under that volcano, Mindbender removed me from the ice and resuscitated me. Then we escaped and, Mindbender and I kept up with what Cobra was doing. I knew now was the time to make my return, so here I am!"

"Incredible!" Destro said, finally finding his voice. "It's great to have you back, Serpentor!" He bowed respectfully.

"Thank you," Serpentor said. "It's good to be back."

"What about our plan? Is it still on?" Cobra Commander asked anxiously and proceeded to fill Serpentor in on their plan and their progress so far.

To Cobra Commander's surprise, Serpentor actually looked impressed. "Of course, Cobra Commander," Serpentor answered. "I have to admit, it's a very good plan. Good work."

"Thank you, Serpentor," Cobra Commander replied. He was shocked. Usually Serpentor would shoot down any plan of his just to spite him. "Now the only thing left is to decide what city we should use as our diversion?"

"How about Washington DC." Destro said.

"Excellent!" Serpentor exclaimed. "That's perfect!" The others agreed.

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Back at Joe headquarters, Duke was in a panic.

"It's been three hours, and no word from Ace and the others. I'm really worried," he said as he paced anxiously back and forth.

"Don't worry Duke," Breaker said. "They'll probably be back any minute now."

"It's not like them to not report in. They must be in trouble," Duke pointed out.

"If they are, they'll contact us, Duke," Breaker reassured him.

"What if they can't? What if something happens to Scarlett? I miss her," Duke said as tears formed in his eyes. They had been going out for some time now.

"I know," Breaker replied, giving him a comforting hug. "We'll get them back, I promise."

"Thanks, Breaker,"

Just then, Gung-Ho ran in. "Ace and the others just landed in Cobra Rattlers. Let's go find out what happened!" he turned and ran back out the door, with Duke and Breaker right behind him.

They got outside just as the three Joes got out of the Rattlers.

"What happened?" Duke asked. "Did you find them?"

Lady Jaye explained sorrowfully that hadn't found even a trace of their teammates. "Not even a clue, nothing," she finished.

"Well, now we really are stuck," said Breaker. "We haven't been able to find out anything here, either."

"What's wrong with Duke?" Ace asked suddenly, staring at him.

They all looked at him and saw that he had tears streaming down his face as he stared at the ground.

"He really misses Scarlett," Breaker explained. Duke nodded.

"I feel bad for him," Ace said. "I know this can't be easy for him."

Lady Jaye walked over to Duke and wrapped her arms around him in a soothing hug. Duke buried his face in Lady Jaye's chest.

"I'll never see her again," he sobbed. Lady Jaye felt a lump rising in her throat. She felt the same way about Flint.

"Yes you will, she told him. "Don't even think that way."

"I'm trying not to, but I just can't help it," Duke replied tearfully.

Ace shook his head. He couldn't stand to see Duke like this. "There's got to be something that we can do," he stated.

"Yeah, now all we need to do is figure out what," Breaker replied.

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A/N: So what do you think so far? Please click on that little button down there and tell me what you think! Thanks!


	3. Chapter 3: Plots And Plans

THE RETURN OF SERPENTOR

Disclaimer: See chapter one.

A/N: Sorry for the delay, the website was down and real life gets in the way. Anyway, here's chapter three, I hope you enjoy it and don't forget to leave a review. I really apreciate your feedback, even constructive criticism!

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Chapter 3: Plots And Plans

"Can you believe that Serpentor's back?" Firefly asked Stormshadow. It was several hours after Serpentor's return and the two of them, along with a group of techs, were checking all of their vehicles and planes, making sure they were in prime condition for the upcoming joint attack on Washington D.C. and Joe headquarters.

"It was definitely a shock, Firefly," he replied. "But it had to be more of a shock to Cobra Commander than anyone."

"You're right about that, Stormshadow," Firefly told him. "I just hope they can hold off on tearing each other's throats out until after these attacks."

"They need to hold off a lot longer than that, Firefly. If Cobra is going to achieve victory, we must be completely united," he pointed out seriously.

"Completely united?" Firefly asked incredulously. "How on Earth are we going to accomplish that?"

Stormshadow looked him straight in the eye. "It won't be easy, but everyone must put aside their petty differences and come together for the good of the team," he said gravely. "Otherwise, we have no hope of succeeding."

"But how do we get them to do that?" Firefly wanted to know.

"We get up on stage during the rally Serpentor has requested in an hour and tell everyone at once. I know everyone wants Cobra to succeed so we make them understand that for that to happen, we must be united," Stormshadow explained, inspecting a H.I.S.S. tank. He finished and looked at Firefly. "That's the last one. We're finished here. Now let's go talk to Cobra Commander and Serpentor about speaking at the rally," he said. Firefly nodded and they hurried out of the hangar.

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"Damn it!" Mainframe yelled and slammed his fist down on the console in front of him in the main computer room back at Joe headquarters.

"Hey, man, take it easy," Dial Tone told him, walking over to him and putting a hand on his shoulder.

Mainframe swiveled around and looked up at him. "This just doesn't make any sense, Dial Tone," he said. We should have found something by now!"

Dial Tone nodded. "I hear your frustration, Mainframe, but you've got to keep your cool if you want to find them," he replied.

"I know. It's just so frustrating. Duke's counting on me and I have nothing so far," he told him.

"What's frustrating, Mainframe?" Dusty asked, walking into the room.

Both Mainframe and Dial Tone looked at him. "Not being able to any trace of Cobra's base or Flint and Scarlett," Mainframe explained.

"Well, they've got to be somewhere. They couldn't have just vanished into thin air," Dusty replied.

"I know," Dial Tone said. "We'll find them somehow. But how is Duke holding up?"

Dusty shook his head. "Not good. He puts up a good front, but we call all see through that. He's very scared and worried. So is Lady Jaye," he told them.

"But Scarlett's been captured before, and he handled it okay," Mainframe pointed out.

Dusty nodded. "I know. But they've gotten a lot closer than they ever used to be; and when you add in Cobra's rapid new weapon and armor production, and knowing that there up to something really big, it makes it a whole lot worse," he explained.

"But what about the base that Roadblock and the others followed Cobra to?" Asked Dial Tone.

Dusty shook his head again. "They didn't find anything there. Lady Jaye thinks it might not be a real base at all, just a decoy base to keep us from finding where they really were," he said.

"That would make sense," Mainframe told him. "Because when I hacked into that bases computer, all I found was useless junk, such as pay wages and guard rosters and the like; nothing whatsoever about Flint and Scarlett, their new weapon and armor, or much of anything else."

"One thing I don't get is why they haven't tried to get the Baroness back," Dial Tone said. Knowing the way Destro feels about her, you'd think that would be the first thing he did. And he hasn't contacted us, made demands, had someone else contact us, or even attacked us again."

"I know what you mean, Dial Tone," Mainframe told him. "Although how anyone could love that woman is beyond me."

"She's nothing but a spoiled bitch," Dusty put in.

"And that she works for Cobra," Dial Tone added.

"You guys are right, but Destro does love her, so why hasn't he tried to get her back yet?" Mainframe asked.

"Maybe's he's just having a hard time convincing Cobra Commander that she needs to be rescued right away," Dusty pointed out and they all laughed, knowing how selfish and unreasonable the commander could be.

"Well, he'll probably contact us or try something soon," Dial Tone said. "In the meantime, we need to keep trying here."

"Yeah, but be ready in case he tries to pull a trick or something," Dusty replied.

Suddenly Mainframe gasped, making the other two look at him. "What is it, Mainframe?" Dial Tone asked him.

Mainframe surprised them by grinning broadly. "Dusty, you've just given me the perfect idea how to find them!" He exclaimed.

Dusty looked surprised. "I have?"

Mainframe nodded. "Yes, you have." He got up and headed for the door. "Come on you guys, we have to find Duke!" He said, motioning for them to follow him. "Cobra's not the only one who can play tricks!" He dashed out of the computer room with Dial Tone and Dusty right behind him.

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"So let me get this straight," Cobra Commander said to Stormshadow and Firefly. The two of them had just asked him and Serpentor if they could speak at the rally. "You two have something of vital importance to share with everyone at the rally?"

Stormshadow nodded and bowed. "Yes, sire," he replied. "It is vital not just to our joint attack, but to Cobra's success as a whole." His tone and manner were very serious.

"But if it's as vital as you say, why don't you just tell us now?" Serpentor wanted to know.

"Because for it to have the right impact, it must be told to everyone at once," Stormshadow told him.

Firefly nodded. "He's right," he added. "It will have the greatest and most positive effect if everyone hears it at once."

Serpentor and Cobra Commander were both silent for several seconds. Then Serpentor spoke again. "Very well, you two may speak at the rally. Sit in the front row and Cobra Commander or I will signal you when it's time for you to speak," he told them.

"Thank you, sires," Stormshadow replied. "What we're going to say will benefit everyone in Cobra." With that, He and Firefly bowed in unison and left the room.

Once out in the hall and out of earshot, Stormshadow turned to Firefly. "Come, we don't have much time before the rally and we must prepare our speech carefully," he said. "So much is riding on this and how we present it will have a big part in getting everyone to go for it." Firefly nodded and they found an empty room and got to work.

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A/N: So what do you think? Will Stormshadow and Firefly manage to convince everyone to put aside their differences and unite together? Or will petty differences and dumb squabbles and power hungry nitwits continue to plague Cobra and keep them from succeeding? And what is Mainframe's plan and will it work? Stay tuned to find out and don't forget to review and tell me what you think! Remember, reviews are great motivators and=faster updates!


	4. Chapter 4: Stormshadow's Proposal

THE RETURN OF SERPENTOR

Disclaimer: Same as before.

A/N: I don't whether you all are enjoying this or not beacuse I haven't been getting much feedback:( Anyway, here's chapter 4. Please read and review!

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Chapter 4: Stormshadow's Proposal

"Hey guys, where's the fire?" Shipwreck called as Mainframe, Dial Tone, and Dusty ran past him looking for Duke.

"We've got a plan to locate Cobra's secret base and Flint and Scarlett!" Mainframe yelled back.

"Yeah, but we need to find Duke," Dial Tone added. "Do you know where he is?"

"No, but I help you look for him," Shipwreck answered and caught up to the other three. Before long, Bazooka and Alpine had also joined them, followed by Roadblock, who told them that Duke was in his quarters.

They hurried to the living quarters and went straight to Duke's. Mainframe knocked loudly on the door.

"Hold on, I'm coming!" They heard Duke yell from inside. A moment later the door opened, revealing Duke. He blinked, clearly surprised to see seven Joes at his door.

"Seven of you? What's going on? I hope it's not more trouble," Duke said, weariness evident in his voice.

Mainframe quickly took in his appearance. His disheveled hair, the sadness in his eyes, the way he leaned in the doorway; all were testimony to how much he was hurting. "No, it's not trouble, we have a plan to locate our comrades and Cobra's hidden base," he explained.

"We do?" Alpine asked, puzzled.

"I'd sure like to know what it is," Bazooka added.

"I wanted to run it by Duke before I told anyone else," Mainframe told them.

Duke looked impatient. "Well, what is it?" he asked. "Don't just stand there, come in and tell me."

The seven Joes entered and Mainframe proceeded to tell the others his plan.

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In the underground coliseum of Cobra's secret base, wild cheers and applause rang out. Serpentor and Cobra Commander had just finished describing their plan in great detail.

Serpentor waved his hands for silence. "And now, Stormshadow and Firefly have something they want to talk about," he announced. He signaled to them and they made their way onstage and up to the podium.

"Thank you, Serpentor," Stormshadow said, then went on. "Before I get to the point, I have a question to ask all of you. What does G.I. Joe possess that we don't?"

Murmurings ran through the crowd. "State of the art equipment!" Someone shouted.

"More people?" Someone else yelled.

"More common sense!" A third voice rang out.

There was a disgusted snort. "Very funny, Thrasher!" Zartan snapped.

"Quiet!" Stormshadow shouted. He waited for the noise to die down then continued. "Those answers are incorrect. What they have that we lack is teamwork!" He emphasized the last word. "They watch out for each other, they back each other up, they follow their commanders without complaint, and most important; THEY DON'T TRY TO UPSTAGE ONE ANOTHER!" As he said this, he looked straight at everyone, making eye contact where he could. He paused to let his words sink in.

"So what? We don't need to be like those wimps. We're fine the way we are!" Someone shouted. The people around him cheered.

Stormshadow shook his head in disgust. "No Torch, we're not fine the way we are. And for your information, there's nothing wimpy about working together and watching out for each other and helping each other. Whoever said the Joes have more common sense than us has a really good point. If we had as much common sense as they do, there wouldn't be constant bickering, people trying to outdo each other, people trying to hurt or kill each other or constantly at each other's throats, or make others look bad or make fun of them.

If we had common sense, we would be able to put petty differences aside and work together as a whole to succeed. We would help each other and have each other's backs. But most importantly, we would know THAT THERE IS NO I IN TEAM!" He looked straight as everyone again, trying to gage their reactions.

"That's ridiculous! We try to upstage each other because we're stronger and more daring than G.I. Joe!" A voice rang out.

"Good one Buzzer!" Torch said, slapping him a high-five.

"Will you misfits just shut up and listen?" Firefly snapped. "What he's telling you is the truth. "Because if we don't listen to him and do what he's suggesting, we may as well fold in the towel now!"

"What's folding towels have to do with anything?" Ripper asked loudly.

"I don't have the foggiest idea!" Torch answered. "It must be some stupid ninja stuff."

Serpentor stood up then from his seat on the back of the stage. "SILENCE!" He boomed. "Stormshadow and Firefly have made some very good points and this insubordination will not be tolerated. You will treat them with the respect they deserve!" With that, and a glare sent their way, he sat back down. "Continue Stormshadow," he said.

Stormshadow and Firefly bowed to him. "Thank you Serpentor," He said.

He turned back to his audience. "Torch, did you and your fellow Dreadnoks ever consider training and working out?" He asked.

They shook their heads. "That's a shame," he said sadly. "Because if you were to do so, you could be a force to be reckoned with. You're close, you know each other's strengths and weaknesses, and you work well together." The Dreadnoks glanced at each other as Stormshadow continued. "Anyway, the essence of what I'm saying is simple: We can continue like we are and get beat time after time, or we can all come together as a team and become an unbeatable fighting force capable of driving the entire planet to their knees. Are you willing to put aside your differences and work together for the good of the team? Does Cobra mean enough for you to do this? How badly to you want to win and show the world what we are made of? How much do you want to prove to everyone that we're not a bunch of imbeciles and morons? The choice is yours."

With that, he nodded to firefly and the two of them walked offstage and took their seats.

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A/N: What do you think so far? Like it? Hate it? Love it? Please review and let me know. Suggestions and contructive criticism are welcome!


	5. Chapter 5: A very important question

THE RETURN OF SERPENTOR

Disclaimer: Same as always.

A/N: Here's chapter 5. I hope you enjoy it and don't forget to leave a review!

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Chapter 5: A very important question

"That's brilliant, Mainframe!" Duke exclaimed once Mainframe had finished explaining his plan.

"But do you think Cobra will fall for it?" Alpine asked.

"Destro will," Mainframe replied. "He won't pass up a chance to get the Baroness back.

"But what if Cobra Commander says no?" Dial Tone wanted to know.

"Destro will just go behind his back. He's done it before. They have all done it to each other at one time or another," Mainframe told him. This caused some laughter from the others. It was certainly true. And it had cost them a lot of battles that could have been won otherwise.

"Okay, so we broadcast that we are willing to trade the Baroness for Flint and Scarlett. They'll think we really mean it, or at least Destro will, and they will respond. And when they do, Dial Tone will trace their signal, and we'll have them," Dusty said.

"But there's a big problem," Bazooka spoke up causing the others to look at him.

"We'll don't just stand there, Bazook," Alpine said. "What is it?"

"What if Cobra responds from somewhere other than their hidden base. We're screwed then," he said.

Mainframe shook his head. "Not so, Bazooka," he replied. "Dial Tone will be able to lock onto their signal no matter where's it's coming from. And once he has that, he'll be able to analyze it and learn how to copy it. And once he does that, one of us will pose as a Cobra agent and contact them and that contact will lead us straight to their base."

"But they'll expect us to hand over the Baroness and they'll probably have tricks up their sleeves as well," Alpine pointed out.

"So what if they do? All we need is their signal. We just stall after that until we know where their base is," Mainframe replied.

"So even if they don't plan to release Flint and Scarlett, it doesn't really matter. We just raid their base and free them once we locate it," Alpine said.

"Cobra will wish they'd watched their backs, once they fall for our sneak attacks!" Roadblock exclaimed.

"But what if they move our people to a different base?" Dusty asked.

"We'll deal with that if it happens," Duke answered. "In the meantime, let's go the communication center and get started!"

"Watch out Cobra, your time has come; G.I. Joe is marching to the beat of a different drum!" Roadblock shouted as they all left Duke's quarters.

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"What are we going to do, Flint?" Scarlett asked dejectedly. The two sat side-by-side in a cell in the dungeon of Cobra's secret desert base, their arms chained to the wall.

"Flint shook his head. "I'm not sure there's much we can do, Scarlett," he replied. "Except hope and pray that our guys find us soon."

"I'm worried about Duke. I hope he's holding up okay," Scarlett said.

Flint nodded. "I know. I feel the same way about Lady Jaye," he told her. "But they're strong and capable. They'll be okay. Besides, with trying to find us and deal with Cobra's new weapon and armor, they'll be distracted from worrying about and missing us." He tried to smile.

Scarlett shook her head. "I'm not sure if that thought makes me feel better or worse," she said.

"I know," Flint replied. "But we have to be strong for them; and they for us right now."

"Scarlett knew he was right. No matter how hard it seemed, they had to stay strong and positive.

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The Baroness shifted position again in her cell. It seemed like no matter what she did, she just couldn't seem to find a comfortable position. It was no wonder though, with her hands chained loosely behind her on the wall. They were loose enough that she could get to the small toilet on the other side of her small cell and to the bed as well. That was all that was in the cell besides herself.

The Joes had tried to interrogate her several times already. Of course, she told them nothing. She had even spat in their faces. She would give them information over her dead body!

She shook her head. _Where the hell was Destro? What in tarnation was keeping him_? It had been almost twelve hours and he still hadn't showed. Of course, maybe he come for her by now, but had gotten driven back before he could get to her. And if Cobra commander for some reason forbade him from rescuing her, she would have his ass! The notion wasn't preposterous, it had happened before. She wouldn't know, locked down here in this cell.

What she did know was that she missed Destro terribly. A tear slid down her cheek. _Oh Destro darling, where are you_, she thought.

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Serpentor and Cobra Commander stood up as soon as Stormshadow and Firefly had sat down. They walked to the podium and gazed at everyone for a moment. Then Serpentor spoke.

"Thank you, Stormshadow and Firefly," he said. "You've made some very good points and brought up some important issues. "Teamwork is vital to our success and I hope you all will take to heart what they have said. It's time to put petty differences aside and work together. I'm not saying everyone has to like everyone else, _I'm saying everyone needs to work with everyone else for the good of the team._" He emphasized that last part, hoping to get it through to everyone.

He intended fully to take their advice and he hoped everyone else did too, including Cobra Commander, whom he didn't like. He was too spontaneous, never thinking things through, and he didn't respect anyone else's opinion and rarely listened to anyone, which was vital to being a good leader. It was also vital to be able to accept constructive criticism which Cobra Commander couldn't handle at all. But he did have his strong points and those could be built upon and expanded.

Serpentor knew he had to work on his patience. His lack of it was one of his weakest points. The other was his anger. He needed to learn how to control it and turn it to positive use. He needed to do those things to set an example for the rest of them.

"I'm proud of each and every one of you. You've all done great things for Cobra. And none more so than Cobra Commander." As Serpentor said this, Cobra Commander turned to him in surprise. Serpentor nodded. "His blood, sweat, and tears have gone into this organization. He's done so much for Cobra and it's time for petty feuds to end." He stopped speaking and looked straight at him. "Cobra Commander, are you willing to leave the past where it belongs and put our differences aside and co-lead Cobra with me? We will consult with each other and make decisions together, as equals working together toward the same goal; world domination." He paused, and then spoke again. "What say you?" He asked and held out his hand.

Everyone in the audience was silent, eagerly awaiting the Commander's decision. They wondered if would he agree to this or let his pride and stubbornness stop him. Stormshadow desperately hoped he would agree. The key to the unanimity of Cobra as a whole rode on his decision; for he knew that if the two leaders wouldn't unite, no one else would either.

Cobra Commander gazed at the audience for a few moments then turned back to Serpentor. He had made his decision.

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A/N: Well what did you think? What will Cobra Commander do? Will Destro rescue the Baroness? Stay tuned to find out! And please leave a review. I haven't got much feedback so I don't really know if the story's any good or not!

A/N 2: I have a question: Should Serpentor fall in love? If so who with? I would love to hear what you think of this idea. Be sure to tell me in your review!


	6. Chapter 6: Decisios and Messages

The Return of Serpentor

Disclaimer: Same as chapter one.

A/N: Here's chapter six. I hope you enjoy and don't forget to review!

* * *

Chapter 6: Decisions and messages

The group of Joes went straight to work as soon as they reached the communication center. Mainframe and Dial Tone immediately took seats at the main consoles. For the next few minutes, they worked feverishly, getting everything ready.

Finally Dial Tone turned around. "Okay, we're ready," he announced. "What exactly are we saying in the message?"

They proceeded to discuss it for several minutes until they all agreed. Then Dial Tone turned back around and pushed a series of buttons. "Okay, There needs to be absolute silence for the next few minutes," he said. He got acknowledgements from the others and then nodded to Duke, who was going to be the one to speak the message.

Duke nodded back and stepped up to a console two stations down from Dial Tone's. Dial Tone pressed a final button and then Duke proceeded to talk. "Attention Cobra Commander and Destro, this is Duke," he began. "All of us in G.I. Joe have talked it over and decided to make you and offer. We will trade the Baroness for Scarlett and Flint. Please contact us so we can work out the details. Destro, I know you are as eager to have the Baroness back as I am to have Scarlett back, as well as Flint. So the sooner you contact us, the sooner the trade can be made and the sooner you can see your beloved. We'll be waiting to hear from you as soon as you receive this message." With that, Duke signaled Dial Tone, who ended the transmission.

"Well, that's done. What do we do now?" Bazooka wanted to know.

Duke looked at him. "We wait and hope to god they take the bait," he replied.

In Cobra's underground coliseum, everyone was anxiously awaiting Cobra Commander's decision. They watched as he looked at the audience and then back to Serpentor. At long last, he spoke.

"Serpentor is right. We must all put aside our petty differences and feuds if Cobra is to succeed. I am able and willing to do just that. I am willing to work with Serpentor and put aside our differences for the greater good of Cobra because I believe in Cobra and more importantly, I believe in all of you and that we can be victorious if we all can work together and help each other." He stopped speaking and grasped Serpentor's outstretched hand in his own and they shook firmly.

Serpentor smiled. "I'm glad to hear that Commander," he said. "Soon even just hearing the word 'Cobra' will be enough to invoke terror in every person on Earth!" His words were met with cheering and applause from the audience.

Then Destro stood up. "I agree. I am also willing to let bygones be bygones and work with everyone for the glory of Cobra," he announced.

"The same goes for me!" Dr. Mindbender exclaimed, standing up as well.

Tomax and Xamot then stood up. "And for us as well," they said in unison.

"And me!" Zarana shouted from her place by her brother. One by one the rest of them voiced their assent as well.

Serpentor looked pleased. "This marks the new beginning of Cobra. A cobra that's united, terror-inducing, organization capable of ruling the world!" As thunderous applause resounded through the coliseum, Cobra Commander held up his hand.

"I just had an idea," he announced loudly. He paused briefly to let the noise die down, and then continued. "As we continue our training and working out, we should change groups frequently so we can all get used to working with everyone else; thus increasing our power and strength."

"Commander, that is an outstanding idea!" Serpentor exclaimed. "We shall implement it at once! Before long, Cobra will---"

"Cobra Commander! Serpentor!" A Televiper called out suddenly, interrupting Serpentor, as he rushed up on stage waving a piece of paper.

Serpentor glared at him. "What could be so important that you couldn't let me finish?" He snapped.

The Televiper gulped, then spoke. "We just received a message from G.I. Joe that was broadcasted on our most common frequencies," he explained, holding out the piece of paper he had been clutching. "Here, take a look, sir."

Serpentor took the paper and read it quickly. He looked hard at the Televiper still standing before him. "When did this come in?" He wanted to know.

"Just a few moments ago, sir," The Televiper replied.

"What is it?" Cobra Commander asked before Serpentor could reply.

Serpentor handed him the paper. "See for yourself," he said.

Cobra Commander read it quickly. "G.I. Joe is willing to trade prisoners with us with no strings attached?!" He exclaimed in shock. This must be a trap!"

Destro had jumped up at the Commander's words. "If they're willing to trade prisoners, then we must do it!" He said urgently.

Serpentor held up his hand. "Wait, Destro!" He exclaimed. "Something doesn't feel right about this."

"I agree," Cobra Commander said. "They may be trying to lure us out so they can take their people back and flee without returning the Baroness."

"That sounds like something _we _would do," Serpentor replied. "But I really don't see the Joes pulling something like that. But maybe we should."

"That's no good," Stormshadow spoke up, as he walked up to them. "The Joes will be expecting that from us."

"Good point," Serpentor said.

"Why don't we just go with them?" Destro asked. "It'll save us a lot of trouble and we'll have the Baroness back."

"Because they're up to something," Cobra Commander replied. "We just don't know what."

"That's why we need a plan ourselves," Serpentor added.

"I have an idea," Firefly spoke up as he joined them. "Why don't we agree to meet and exchange prisoners, and as soon as the Baroness is safe with us, we have hidden snipers blow them away?"

"Good idea, but they'll be expecting that too, as we've tried it before," Cobra Commander answered.

"Then what the hell do we do?" Destro exclaimed, throwing up his hands. "We've got to get her back!"

"And we will, Destro," Serpentor assured him. "We just have to be more subtle in our approach. But in the meantime, contact Major Bludd and have him bring the prisoners back here. We don't want to take a chance on the Joes finding our desert base."

Destro bowed. "Right away, Serpentor," he replied, pulling out a comlink and moving a ways away from the others.

"I've got it!" Cobra Commander exclaimed suddenly. "We agree to their terms and meet them and exchange prisoners. Then we leave. But here's the catch, they won't have the real Flint and Scarlett. They'll be a couple of our undercover agents that will disable all of the defenses of Joe headquarters, leaving it open for us to take over in one swift stroke!"

"That's brilliant, Commander!" Serpentor said loudly. The others nodded, even Destro, who had just finished his call.

"But what if they expect that as well?" Dr. Mindbender wanted to know from the front row, where he could hear every word.

"We make it so they don't," Serpentor told him. "For now, we'll send them a message agreeing to meet them but also saying we a have a few questions first. We won't go any further than that until Major Bludd arrives with Flint and Scarlet."

Everyone else agreed and Cobra Commander sent the message, as it wasn't yet time to reveal that Serpentor had returned.

"Why are we being moved again?" Scarlett asked Flint as a squad of Crimson Guardsmen, led by Major Bludd, escorted them to the landing field and to a waiting helicopter.

"I'm not sure, Scarlett," Flint replied. "But judging by the way they are hurrying, something must be happening."

"It's something big by the looks of it," Scarlett murmured.

"You two just keep quiet and keep moving!" One of their escorts spoke up then, nudging Flint's back with his rifle.

They kept moving, knowing that right now all they could do was wait until they could figure out what was happening and what they could do about it.

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A/N: What do you think so far? Who's plan will work, Cobra's or G.I. Joe's? Will Destro get his Baroness back? Will something unexpected happen to Serpentor? Stay tuned to find out! And don't for get to leave a review and tell me what you think! Suggestions are welcome!


	7. Chapter 7: Preparing and unexpected feel

The Return of Serpentor

Disclaimer: Same as before except The Jantori Mountains. I made that up as just a place for them to meet.

A/N: Here's chapter 7, please read and review!

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Chapter 7: Preparing and unexpected feelings

"Duke, we've just received a message from Cobra. They've agreed to meet us!" Mainframe exclaimed, swiveling around in his chair to face him.

"What's it say?" He asked as he came up beside the computer specialist.

Mainframe pressed a series of buttons, bringing the entire message up on the monitor. "Here it is," he told him.

Duke read the message aloud. "_To Duke and the Joe team: We have received your message and will comply with it. We will meet in precisely four hours in the field outside the abandoned army base in the Jantori Mountains. However, we do have a few questions for you once we meet face-to-face before the hostages are exchanged. But be warned, if there's any funny stuff and you will never see your comrades again! Signed, The Cobra Commander._"

Duke was silent for several moments after he finished reading the message, pondering all that it said. "Well, it seems like they took the bait," he remarked.

"It would seem so," Mainframe replied. "But what do you suppose they mean by that they have questions?"

"It means that they are at least a little skeptical about it or that they're up to something and are fishing for information," Duke told him.

"Which means we'll have to be very careful of what we tell them," Mainframe said.

"Exactly," Duke agreed. "Now, we need to gather the group that was here when we sent the message plus Gen. Hawk and Sgt. Slaughter, who have just returned to base." General Hawk and Sgt. Slaughter had been at the Pentagon in meetings with some of the top brass of the military as well as certain congressmen. The other Joes in the group that sent the message had gone to the cafeteria to eat as well as showering and freshening up.

"Right," Mainframe said. Let's get to it!"

As Duke left the room and headed for the cafeteria, his mind was on Scarlett. _Hang on, honey, we're coming for you. And you'll be back in my arms where you belong, _he thought. _And then I'm never letting you go_! And he wouldn't either. He loved her with all his heart and every fiber of his being and he never wanted them to be apart from each other again.

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Serpentor paced back and forth in front of Cobra Commander's throne in his throne room as he waited for Major Bludd to return with the two prisoners. Cobra Commander was sitting on his throne, with Tomax and Xamot standing on one side and Destro on the other. Crimson Guardsmen flanked them as well as both doors in the room. The Throne itself was ostentatious with a Cobra snake head rising ten feet in the air from the back of it. The mouth was open, revealing large fangs. Behind it, painted on the wall, was a large red Cobra logo. The throne was perched on a raised dais four steps above the floor of the room. On either side of the throne, set back slightly was a torch. These were in the shape of cobra heads as well with the fire spouting out of the upturned mouths. Leading from the main door up to the throne was a fancy red carpet.

It had been almost forty-five minutes since the assembly broke up and those in the room had come straight here from the auditorium and had been here since.

Serpentor finally stopped his pacing and faced the Commander. "How much longer until they get here?" He asked.

"It shouldn't be any more than forty to sixty minutes," Cobra Commander replied.

"I wish they'd hurry up," Serpentor muttered.

"Don't worry, great Serpentor," Tomax told him. "Everything's ready to go when they get here."

"Zartan and Zarana are going to pose as Flint and Scarlett and go back with the Joes, while the real Flint and Scarlett will be taken to the basement where the prison cells are located," Xamot broke in.

"And before long we will have all the Joe's secrets," Tomax chimed in.

"And we will be one step closer to total victory," Xamot finished.

Serpentor nodded. "And how sweet it will be," he replied. "I just wish they'd get here!" He was eager to get things started.

"They will, Serpentor," Cobra Commander spoke up. "In the meantime, let's get Zartan and Zarana in here and go over the plan once more. Everything must be perfect when we put it in motion!"

"Yes, because we have to get the Baroness back!" Destro said in a voice filled with emotion. He longed to hold her in his arms and tell her that he loved her and kiss her senseless.

"We will, Destro," Serpentor assured him. "Now let's contact Zartan and Zarana and get started."

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"This sounds to me like Cobra's trying to stall," Gen. Hawk commented, indicating the message on Mainframe's monitor that he had just read aloud. He and the others had just arrived in the communications room and taken seats.

"Well, it wouldn't be the first time," Sgt. Slaughter told him.

"And it sure won't be the last," Dusty added.

"Unless we wipe the floor with them this time," Bazooka put in.

"Yeah, they would make good mops!" Shipwreck cracked, causing several of them to laugh.

"Cut the comedy Shipwreck," Hawk said.

"Aw, you're no fun!" Shipwreck whined, pretending to be hurt.

Alpine knocked him upside the head. "Can it, you turkey!" He said.

""Enough of this!" Duke cut in sternly. "This situation doesn't warrant goofing off or cracking jokes."

"Duke's right," Hawk said. "Now, if Cobra is trying to stall, we have to figure out why."

"They're up to something and need to hold us there until they implement it," Mainframe spoke up.

"Mainframe's right. And we need to figure out exactly they're up to," Duke said.

"I don't think it is having snipers take us out or stun us to capture us," Alpine mused thoughtfully. "They've tried that before so they know we'll expect it and defend against it."

"Maybe they want to place a homing beacon on one of us, so they'll be able to track him or her," Bazooka suggested.

"That would make sense. That would take a little time to do it without us knowing so they would use questions to stall us so that can happen," Shipwreck agreed.

"There's just one problem with that theory," Duke told them. They already know where our headquarters are and everything so why would they need a homing beacon at all?"

They all realized that he was right and proceeded to discuss a bunch of other possibilities. But not one of them seemed plausible enough to be what Cobra was actually up to.

Finally, Hawk held up his hands. "Okay, people, listen up. "The best to do is to just go with our plan and when we meet them, to watch and listen to Cobra very carefully for any signs of what they're up to." Everybody nodded and he told them to get ready and prepare very carefully and that they would leave in an hour to head to the meeting place. Everyone agreed and went to get ready for what could turn out to be the most important meeting of their lives.

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In the Commander's throne room, they were all going over the plan for the third time when Cobra Commander's com went off. He pulled it off his belt and listen for several seconds. Then he faced the others. "Major Bludd has just arrived with the prisoners," He informed them.

"Excellent, Have him bring them here before he takes them to their cells," Serpentor said.

"You want to reveal yourself to them?" Destro asked.

Serpentor nodded. "Yes, seeing me will scare the hell out of them and let them know just what they're up against," he replied. He knew that was true but he also knew it would do so much more. They would be filled with a sense of shock and disbelief that would overwhelm them with all they were up against. He also knew that it might inspire them to try harder to escape, but he make sure that didn't happen. He would place more guards around them and have video cameras on them at all times.

Cobra Commander spoke into his com, and then listened for a couple of seconds. "He's coming. They'll be here momentarily," he told Serpentor.

Serpentor nodded and a few moments later, the door opened and Major Bludd entered, leading the two prisoners behind him. They were followed by four guards who brought up the rear. Both Flint and Scarlett appeared haggard and worn. Their uniforms and hair was dirty and messy and both were sporting several bruises in places from resisting the guards as well as Major Bludd. But there was a fire in their eyes that showed that they had plenty of fight left in them.

"Welcome, Flint and Scarlett!" Serpentor boomed as Major Bludd stepped aside. "It is a pleasure to see you two once again!"

Their reaction was priceless. They gasped and their faces filled with identical expressions of shock and horror. "You were killed, Serpentor, how is this possible?" Flint stammered.

Serpentor smiled. "The first thing that you need to realize is that all things are possible. The second is that if you behave yourselves, I just may answer that someday," he replied smugly.

Scarlett narrowed her eyes. "I don't know what kind of game Cobra is playing, but I do you that you won't get away with it!" She snapped angrily.

Serpentor walked right up to her. "It is always good to see such fighting spirit, Scarlett," he told her. "Maybe someday you'll come to your senses and put it too good use, fighting alongside me."

Destro gasped inwardly as hearing this. Was Serpentor actually flirting with her? He looked to Major Bludd and Tomax and Xamot and saw on their faces the same surprise he was feeling at what he had just heard.

"Dream on, Serpentor!" Scarlett scoffed. "The day I join you is the day hell freezes over!"

Serpentor didn't miss a beat. "Well, maybe I just have to make sure that happens very soon," he replied. "Because together, we would be unstoppable!" He was surprise by how much he actually meant it. Could he really be attracted to her? Sure she was strong, beautiful, tough as nails, and an amazing fighter, but she was also the enemy.

Scarlett was about to bite back a reply when she noticed a softness in Serpentor's eyes that she had never seen before. That made her wonder. Could he really be serious about this? A moment later she realized that he couldn't be. The only thing Serpentor was serious about was personal power. "I'll believe that when I see it!" She retorted.

Serpentor just gazed at her for a few seconds, and then turned to Major Bludd. "Take then to their cells," he ordered. "She needs time to think about my offer."

"I don't need any time to think about your offer, scum!" She snapped as she and Flint were led back out of the room.

When they were gone, Serpentor turned to Cobra Commander. Run through the plan once more and then meet me at the airfield in thirty minutes. We'll leave for the meeting as soon as everyone is there," he said. "I have a couple of things to take care of before you guys leave." With that, he turned and swept out of the room.

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A/N: What do you think? Is Serpentor falling for Scarlett? Will she ever love him back? What will happen at the meeting? Stay tuned to find out and don't forget to leave a review before you leave! Remember: Reviews=faster updates!


	8. Chapter 8: The Exchange Part 1

The Return of Serpentor

Disclaimer: Same as before.

A/N: Here's chapter 8. Enjoy and don't forget to review!

* * *

Chapter 8: The Exchange Part 1

"Well, we're here. Where's Cobra?" Lady Jaye wanted to know. She and Duke along with Roadblock, Bazooka, Alpine, Barbecue, Ace, and Shipwreck had just arrived at the meeting spot where they were supposed to exchange prisoners.

It was a very beautiful and peaceful spot that was much better suited for picnics and lovers than to exchange prisoners. It was a grassy clearing roughly the size of a football field dotted here and there with colorful wildflowers, There were a few benches scattered around for people to sit down and relax on and just enjoy the scenery. Trash cans were placed near the benches so people would not litter. The clearing was surrounded by giant trees, mostly Sycamore, Birch, and Oak, with others kinds mixed in, as well as evergreens. A couple of winding paths wound through the trees and the clearing. The sounds of birds chirping, leaves rustling in the gentle breeze, as well of running water from a creek not far off served to soothe the soul and help people relax.

The Joes had arrived in Skystrikers and Dragonflies that which they had parked in another clearing about a quarter mile to the east of the meeting spot. The Baroness stood next to Duke, with her hands chained behind her and her feet chained together. Her long black hair was a mess, her uniform was rumpled, and her glasses were smudged, but her royal upbringing was still very much visible in the way she held herself tall and proud, looking at the Joes as if they were no more than insects needing to be squashed. She sported a bruise on the side of her face courtesy of Gung-Ho for trying to escape when she was first captured.

"They're not here yet," Bazooka replied.

"Thanks for telling us that, captain obvious," Alpine said sarcastically.

Bazooka looked slightly hurt. "You don't have to be mean, Alpine," he told him. "I was just trying to help."

Alpine exhaled. "I know Bazook. I'm sorry. It's just that this whole situation has me tense and edgy," he replied.

"It has all of us tense and edgy, Alpine," Duke added.

"I just wish Cobra would get here so we can get this show on the road!" Ace cried, frustration evident in his voice.

We're ten minutes early, Ace," Duke told him. "They'll be here."

"Yeah," Roadblock agreed. "And then Cobra will be all black and blue, by the time we get through! We'll get our friends back, and give them a real big whack!"

This greatly pissed the Baroness off. "Why you idiotic, American scum! "By the time Cobra's through with you, the bodies will be unrecognizable!" She snarled venomously. She had already been angry and upset that Destro or someone had yet to com for her, then the Joe came to her cell, chained her up, and dragged her out and straight to a Skystriker with so much as a word. She had immediately demanded an explanation to what was going on but they had denied what she was rightly entitled to; instead they just told her to shut up and that she would find out when the time came. That enraged her to be treated like an ordinary pheasant and she had told them off, but they had just ignored her completely and drug her out her to the middle of nowhere for who knows what. Then to hear Roadblock's smart-ass comments on top of all that, well, that incensed her to no end.

"That's where you're wrong!" Shipwreck shot back before Roadblock could respond. "It's Cobra whose bodies will be unrecognizable when we get through with you!"

The Baroness opened her mouth to reply but before she could say even one word, the sound of planes split the air. They all looked up and saw half a squadron of Cobra Rattlers circling the area. After several long moments they began to descend.

There was a tense silence as everyone waited for the Cobras to enter the clearing. Finally, after what seemed like forever, they appeared at the edge of the clearing. Cobra Commander was in the lead followed by Destro, Tomax, Xamot, and Major Bludd who was leading Flint and Scarlet, who's hands and feet where chained together. A squad of Crimson Guardsmen brought up the rear.

"Destro!" The Baroness screamed as they got closer. She began to struggle fiercely against her chains.

Destro's breath caught in his chest as he took in the Baroness's ragged appearance, including her rumpled uniform, messy hair, and the bruise on the side of her face. '_Oh my dear_ _Baroness, what did they do to you_?' he thought to himself. '_They will pay dearly for this, my beloved_.'

"That's enough, lady!" Ace snapped, raising his laser pistol. "Be silent and still."

"Screw you, you lousy excuse for a pilot!" The Baroness retorted angrily.

"Lousy excuse for a pilot?!" Ace exclaimed incredulously. "Why you good for nothing little…"

"That's enough, Ace!" Duke broke in sharply. "She's just trying to get you riled up, so don't let her!" He didn't need this right now. He was already upset enough about Scarlett's appearance, which was awful. Her uniform was dirty, her hair was a mess, and she had a few bruises on her face and arms and probably more that he couldn't see because of her uniform. He wanted nothing more than to beat the hell out of all of them, but he knew that wasn't an option at this time, no matter how much he wished otherwise. He glanced at Lady Jaye and saw his own emotions mirrored on her face, as Flint looked no better than Scarlett.

"SILENCE!" Cobra Commander boomed, cutting Destro off as he was about to say something in the Baroness's defense. His voice rang out over all the shouting and arguing. Everyone turned and looked at him. His eyes, the only part of his face visible under his blue hood, were brimming with anger and impatience. "My time is valuable and I didn't come here to listen to childish arguing and bickering! So let's do what we came to do and be done!"

"All right, Commander," Duke began. "Your message said you had some questions for us. So what are they?"

The Commander didn't hesitate. "Well, first and foremost, what are you really up too?" He asked.

"The only thing we're up to is a prisoner exchange. Nothing more, and nothing less," Duke replied.

"Poppycock!" Cobra Commander spat. "You wouldn't offer to just exchange prisoners like this unless you had some hidden agenda! Now what is it?"

"We're not up to anything!" Duke cried, sounding frustrated.

"My patience is wearing thin, Duke," Cobra Commander hissed. "Now tell me what you're up too or you will never get your precious Scarlett back!"

Shipwreck steeped forward then. "How many times does he have to tell you that we're not up to anything, you paranoid bitch!" He snapped angrily. "We just want our comrades back!"

"I'd watch your tongue if I were you, sailor!" Cobra Commander warned. "Insulting me is not going to get your friends back! That goes for all of you. I'm the one calling the shots here. You would do well to remember that." He drew his pistol and pointed it at the Joes. "Now you have exactly ten seconds to tell me what you're up too, Duke, or I reduce your precious Scarlett to pulp!" He turned and pointed the gun at her.

No, Commander, stop!" Destro yelled. "If you kill Scarlett, they'll do the same to the Baroness. We cannot risk that!"

"Forget me, Duke!" Scarlett shouted. "Just stop Cobra!"

"No! I won't risk anything happening to you!" Duke told her firmly. "All right, Commander, put your pistol away and we talk."

"Good. I knew you'd see reason, Duke," Cobra Commander said, reholstering his pistol. "Now, I believe you have something to tell us."

Duke nodded. "Yes, we have hidden snipers waiting to take you guys down." He raised his voice. "Come on out, guys!"

There was a rustling in the foliage behind him and Low-Light and Gung-Ho stepped out of their hiding spots and came to stand by Duke. "Yes, Duke?" Gung-Ho asked.

"They found out about our plan," he replied. "Now we have no choice but to exchange prisoners like we planned." Inwardly, he was grinning. Cobra Commander and company had fallen completely for their ruse. Lady Jaye had suggested they hide a couple of snipers in case the Commander tried to pull something like this and they had. And now they thought that was what they were really planning when in fact, it wasn't even close.

"You should know better than to try anything cute with me," Cobra Commander told him. "Now let's get started. Major Bludd, bring the prisoners here!" He complied and momentarily Flint and Scarlett were beside the Commander.

Duke signaled Lady Jaye and she released the chains holding the Baroness's feet and hands as Duke kept a tight hold on her. Major Bludd did the same with Flint and Scarlett while the Commander and Destro kept hold of them.

"Now on three, we exchange them," Duke said.

"One… two…three…" Cobra Commander counted.

"Now!" Duke cried and all three prisoners started to walk forward.

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A/N: Well what do you think? Will the prisoner exchange go off smoothly or will something else happen? Stay tuned to fined out and just pess that button on your way out and leave a review. Feedback means so much to me!

A/N 2: I'd like to recommend _The Assassination of Cobra Commander _by Roy Olsen. Check it out if you haven't already. It's really awesome!


	9. Chapter 9: The Exchange Part 2

**THE RETURN OF SERPENTOR**

**Disclaimer: **Same as before.

**A/N: **Here's chapter nine. I have to say that I'm really dissapointed by the lack of feedback I've received. So please review!

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**Chapter 9: The exchange part 2**

"Destro!" The Baroness cried loudly and rushed forward to throw herself into her lover's waiting arms. Bursting into tears, she buried her face in his chest.

At the same time, Flint and Scarlett hurried forward to embrace their own lovers. "Oh Scarlett," Duke murmured, stroking her hair. "I was so worried about you and I missed you so much."

"I missed you too, Duke," she replied, giving him a kiss.

Duke looked to where Lady Jaye and Flint were having their own tearful reunion. "Lady Jaye was just a miserable as I. Aside from the little sleep I got, all my time and hers was spent looking for the two of you and finding a way to get you back," Duke said.

"It was longest two days of my life, but knowing you would come for me made it bearable," Scarlett replied.

"Oh Destro darling, I thought I'd never see you again!" The Baroness's tear-filled voice rang out then, drawing everyone's attention to her and Destro.

Duke shook his head. "That Baroness, she's always so overdramatic," he said in irritation.

"I don't think she knows how to be anything else," Scarlett replied wryly causing Duke to grin.

"All right," Cobra Commander spoke up then. "As happy as I am for the both of you, you're making me nauseous. Let's go everyone!" At his words, all the Cobras started heading out.

"Okay, people, time to go," Duke stated and the Joes turned and left the clearing the way they'd come. As they were leaving, Flint and Scarlett exchange a secret smile. No one noticed.

Upon returning to base, Destro looked at the Baroness. "Come, my dear," he told her as he slipped his arm around her. "There is something that I must show you."

"What is it, darling?" She wanted to know.

Destro smiled. "You will see. But I promise you will love it," he replied.

"I can't wait!" She exclaimed. But as Destro led her underground she began to get a little uneasy. "What could you have to show me down here? The only thing here is the dungeon."

"Exactly," Destro replied, smirking.

"Huh?"

"You'll understand in a few moments," he assured her. The came to the end of the hall they were in and turn left. "It's just down here." After passing several cells, Destro indicated the next one. "Look in that cell and tell me what you see."

The Baroness, still confused, did as she was asked. What she saw made her gasp. "What? How?! We just traded them for me!"

Destro grinned broadly. "Not everything is as it seems, my dear Baroness," he replied slyly. "That wasn't the real Flint and Scarlett we traded."

The Baroness was catching on. "Then who was it?"

"None other than Zartan and Zarana," he replied.

"Oh Destro, that is brilliant! Now we can get all the inside info on the Joes!" She exclaimed, hugging him.

That's the whole point, my dear," Destro told her, giving her a tender kiss. "Now we must get to the throne room and meet the others. There is much to discuss."

As they headed out, the Baroness thought for the umpteenth time about how much of a genius Destro was. But something was nagging at her. Why had he called it 'the throne room' instead of Cobra Commander's Throne Room like it was? She shook her head. It was probably just a mistake, given her return and everything else that he had told her on the way back was going on. Little did she know that she was dead wrong.

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When the group reached Joe headquarters, pandemonium broke out as everyone ran to welcome home Flint and Scarlett right there in the middle of the airfield. The two former captives warmly greeted all their fellow Joes. There was much hugging, exclamations, shaking hands, and high fives.

This went on for over twenty minutes until Duke finally spoke up. "I know we are all excited about our friends' return, but let's calm down and back off a little. I'm sure both of them would like a fresh meal and a hot shower." He looked over at them and got confirming nods from both. "So let's give them time to eat and clean up and we can talk to them in an hour and a half."

He got acknowledgements from everyone except Flint and Scarlett who thanked him. The two proceeded to head inside and to their rooms to prepare for their showers.

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As soon as she shut and locked the door behind her, Zarana silently thanked Stormshadow for getting the layout of this place months ago or this mission would be over before it even got started, and removed her disguise and undressed. But no sooner had she gotten into the robe she found hanging on the bathroom door, then someone knocked.

Zarana hurried to the door. "Who is it?" She called.

"It's me, Flint," was the immediate response.

She quickly unlocked and cracked the door so she could take a peek out. A moment later she relaxed. It was Flint. She opened the door fully and ushered him in, quickly shutting and locking the door once again. "What are you doing?" she hissed. "You want to blow our cover in the first half hour on the job?"

Flint removed his mask and wig before speaking. "I just wanted to make sure you knew exactly what you're supposed to do, sister," Zartan replied.

"Of course I do, you buffoon!" She retorted. "It's not like I'm a moron like those imbeciles you call your Dreadnoks!"

"Will you keep it down, Zarana!" Zartan hissed. "We don't want anyone to hear you using your real voice. That would blow our cover big time! Anyway, you know as well as I do that the Dreadnoks have their uses. But that's beside the point. I know you know the plan. I just want to go over it quickly one more time because we can't afford even the tiniest mistake. So much is riding on this."

"I know that, brother dear. You don't have to worry about me messing things up. I promise to be extra careful," she replied.

"As do I," Zartan responded. "Now let's hurry and go over it once more and get our showers." And they did just that.

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"Welcome back, Baroness!" A voice boomed as they entered the throne room. The Baroness immediately turned to face the speaker and gasped when she saw who it was. Standing at the base of the dais, to the left of the throne was Serpentor!

"Serpentor?! But how is…..? You were…….." She managed to stutter before her voice trailed off.

Serpentor smiled. "Not to worry, Baroness," he replied. "I shall explain everything. The others already know and now I will fill you in." With that, he proceeded to tell her what he had told the others upon his return.

Then Cobra Commander filled her in on everything else that had happened since her capture, including their plans and Stormshadow and Firefly's speech at the assembly and how everyone in Cobra was trying their hardest to end all the backstabbing and fighting amongst themselves and come together as a team.

The plans, she already knew from Destro, but the other stuff was shocking news to her. The implications of all of it were huge. The thought of Cobra Commander and Serpentor actually working together was absolutely amazing! For the first time ever, she seriously believed they could actually take over the world.

She bowed to Serpentor. "This is a shocking surprise, but a welcome one. It really is good to have you back, sire. I promise to do my part for a Cobra united so that we can finally destroy the Joes and take over the world!" Cheers and applause from everyone in the room greeted her words. As Destro put his arm around her, she was more proud to be a part of Cobra and everyone in it than she had ever been before.

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**A/N:** So what did you think? Will the Joes figure out that they have been duped in time? Will Zarana keep her promise and not screw up the mission, or will seeing an old flame bring repressed feelings to the surface and fill her with uncertainty? Stay tuned to find out!

**A/N 2:** As I said at the top, I'm dissapointed with the lack of feedback. I know the story isn't that bad. It really helps an author to know what people think of his/her work so I'm not going to post another chapter untill I get at least 2 reviews! Remember, constructive critiscm is welcome!


	10. Chapter 10: Unwanted feelings and more t

The Return of Serpentor

Disclaimer: Same as before.

A/N: Sorry for the delay. I was finishing up another story of mine. But I'm back now and here's chapter 10. Enjoy and please review!

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Chapter 10: Uncertain Feelings and more tricks

"Flint and Scarlett, It's so good to have you guys back," Gung-Ho said. It was after dinner and a large group of Joes including Flint and Scarlett were relaxing in one of the base's lounges.

"Believe me when I say it's good to be back," Flint replied. "Cobra's accommodations can hardly be classified as good."

"More like dirty, grungy, dank, and smelly," Scarlett added.

"Well you know Cobra," Breaker began, amid giggles. "Hospitality is not their strong suit."

"That's the understatement of the century!" Ace cracked. Laughter ensued.

"So anyway," Lady Jaye spoke up. "Did you two happen to find out anything useful while you were there?"

"I wish we could say yes," Scarlett began.

"But when you're kept locked up in a cell with vipers delivering meals and interrogators for your only company, you tend not to find out anything," Flint finished.

"That's most unfortunate," Duke said. "Cobra's up to something big and we need all the information we can get to stop them."

Duke's right," Breaker said. "We're monitoring the same frequencies and channels we discovered during the prisoner exchange twenty-four hours a day. But so far, we've picked up nothing."

"No transmissions of any kind," Mainframe added. "The same goes for the regulars as well."

"Well I say we go over everything we do have," Flint spoke up. "We might discover something we missed."

"Not to mention clues," Gung-Ho added.

"Then let's get on the ball, and arrange Cobra's fall!" Roadblock exclaimed.

The others all agreed and they proceeded to go over everything they knew up to this point.

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Meanwhile, back at the Cobra base, Serpentor had gone down to the dungeon and was making his way to the cell containing the real Flint and Scarlett. Humming to himself as he walked, he turned left into the final corridor and made his way to the correct cell.

Reaching it, he regarded the two prisoners in silence for long moments. Aside from messy hair, smudges on their faces, and dirty uniforms torn in a few places, Scarlett was as beautiful as ever, and they looked the same as they usually did; the same regal postures as they stared defiantly back at him, giving him the same angry looks as they usually did.

Suddenly Serpentor smiled broadly. "Why the angry faces?" He asked jovially. "I came to give you the good news in person!"

"What good news?" Flint spat. "Is Cobra finally disbanding?"

"With Serpentor, it's never good news," Scarlett added.

"That's where you're wrong," he informed his two prisoners.

Flint snorted. "What could you possibly have to tell us that could be considered good news to us?"

Serpentor grinned. "Just this; the Joes won't even be looking for you two anymore!" He exclaimed.

Scarlett looked at him in disbelief. "That's good news?!" She asked incredulously.

"The Joes will never stop looking for us!" Flint snapped.

"I'm afraid you're wrong," he informed Flint. "Why would they continue to look for you when you've already been returned safe and sound?"

"Huh?" Flint asked.

But Scarlett was filled with a feeling of dread as the meaning of his words sank in. "They've returned undercover agents disguised as us back to the Joes," she told Flint.

Flint gasped as comprehension dawned. "That means they've infiltrated our headquarters!" He exclaimed.

"As per our plan," Serpentor told him.

Scarlett glared at him. "You still haven't answered my question! How in the hell can you call this good news?" She demanded.

Serpentor smiled in response. "That's easy," he replied, gazing into her eyes. "I'm now free to spend time with you and convince you to join us without worrying about interference from the Joes." he explained, his voice was soft, almost tender.

"Like hell I'll join you!" She retorted angrily.

Serpentor was unfazed by this. "You're defiant now, but soon you won't be," he told her. "Soon, you'll be by my side, and we'll be an unstoppable fighting force!"

"You delusional if you think that would ever happen!" Scarlett shot back. "The Joes will discover you ruse and soon they'll hunt you down to the ends of the Earth!"

Serpentor smile inwardly at her words. "I sincerely hope they do," he replied.

That was the last thing Scarlett had expected to hear. "Huh?" She asked, confusion etched on her lovely face. "I would think that that would be the last thing you would want."

"On the contrary, my dear. What better way for the Joes to find out that you've turned against them than by attacking them together when they come for you? The shock and horror at seeing you fighting by my side will priceless!" He couldn't wait for that day. It would be extremely satisfying. Not only would the Joes lose one of their best agents, but it would be so wonderful and so right to have her fighting by his side. His heart began to race at the thought.

"You've lost you mind, Serpentor!" Scarlett exclaimed. "I'll never join scum like you!"

"It's kind of hard for him to have lost his mind when he never had one to begin with, Scarlett!" Flint quipped, causing Scarlett to snicker.

Ignoring Flint, Serpentor reached through the bars and cupped Scarlett's chin in his hand. "Just give it a little time. You may just change your mind, sweetheart," he murmured, stroking her cheek.

She just stared at him unmoving and unspeaking. After a few moments, he withdrew his hand. "Unfortunately, other matters need my attention. But don't worry, I'll be back soon. And ion the meantime, think about what I've said." With that, he turned and headed back the way he had come.

Scarlett stared after him in surprise. He really had sounded regretful there at the end. She reached up and touched her cheek where Serpentor had stroked it. It was tingling, for surprisingly, his touch was soft and gentle. For a moment there, she had thought he actually might kiss her.

Her heart skipped a beat at the thought. She shook herself. _Come on girl, snap out of it! This is exactly what he wants; you to doubt yourself. He's the enemy and pure evil. Manipulation is child's play for him. Don't let him do this to you! You've got to stay strong and focused, _she berated herself fiercely.

Nevertheless, a small part of her wished that he _had_ kissed her.

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Serpentor couldn't be happier as he headed back to the throne room. Soon he would have Scarlett by his side and all the Joes' files and secrets including all the classified stuff would be Cobra's! And they would use them, not only to destroy Joe Headquarters, but the Joes themselves. Then nothing would stop Cobra from taking over the world!

He opened the door and strode through. "Good news!" he announced to everyone in the room.

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Later that evening, Scarlett entered the main computer room and settled herself in one the chairs in front of the main console and turned it on. Seconds later, it was ready. Opening a program, she began typing. Minutes later she finished and leaned back.

After a moment the screen changed, displaying a message. It read: **"Link established with remote computer. Downloading and transferring all data and files to remote computer." **Zarana snickered. In twenty minutes, Cobra would have every last drop of information on the Joes' computers! And the best part was the Joes wouldn't even know it until it was too late!

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A/N: So what do you think? Will the Joes figure out they've been deceived? Does Cobra really have all their secrets? Will Scarlett join Serpentor? Stay tuned to find out! Please leave a review as I appreciate any and all feedback!


	11. Chapter 11: Stunning Revelations

The Return of Serpentor

Disclaimer: Same as before.

A/N: Sorry this took so long. I've just been very busy. But here's chapter 11. I hope you like it and please review.

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Chapter 11: Stunning Revelations

Heads whirled at Serpentor's statement.

"What do you mean?" Destro asked.

"What kind of good news?" Cobra Commander wanted to know.

"I hope it has to do with our plan," Xamot said.

Serpentor nodded. "It does." He grinned broadly. "Scarlett is warming up to me. It won't be long before she takes her rightful place by my side!" He announced gleefully.

Dr. Mindbender looked at him in shock along with everyone else in the room. "You can't be serious!" He exclaimed. "I know Scarlett; and she would rather die than join you!" Heads nodded in agreement of his words.

"He's right," Destro told him. "Even if she somehow did have feelings for you, her pride would never allow her to act on them."

Serpentor just smiled. "That's where you're wrong!" He replied. "I just came from her cell and she definitely has feelings for me. In fact, when I stroked her cheek, there was lust in her eyes."

The Baroness snorted as the twins and Destro exchanged incredulous glances. Was he for real? "Oh come now," the twins said in unison.

"Do you really think that Scarlett," Tomax began.

"One of the best G.I. Joe fighters and most loyal members," Xamot picked up.

"Who also has some kind of romantic relationship with Duke," Tomax added.

"Would have feelings for you, Serpentor, their greatest enemy," Xamot finished.

"I know she does, and real soon she'll leave G.I. Joe to be with me," Serpentor replied.

The Baroness snorted again. "If he really believes that, he's even more delusional than I thought," she whispered to Destro.

"Sometimes reality isn't his strong point, my dear Baroness," Destro whispered back. "He sees what he wants to see and nothing else."

The Baroness nodded as Dr. Mindbender spoke. "I'm sorry, Serpentor, but I just don't see that happening," he said.

Serpentor turned and looked him in the eye. "Trust me, it will happen, doctor," he replied in a firm, no-nonsense voice. "Scarlett and I will be together, just like it was always meant to be." He closed his eyes and saw himself taking her in his arms and kissing her passionately. She kissed him back just as passionately and then they declared their love for each other, and vowed to always be together.

"I'll believe that when I see it," The Baroness muttered as Dr. Mindbender looked at Serpentor incredulously.

"You can't be serious, Serpentor! You and Scarlett destined to be together?" He exclaimed as the twins giggled.

Serpentor glared at him, brown eyes blazing with anger. "I assure you, Dr. Mindbender, and anyone else that doubt me, that I am serious. In fact, I have never been more serious about anything in my life!" He snapped.

"All right!" Cobra Commander broke in, speaking for the first time since Serpentor entered. "As fascinating as this conversation is, we have more important things to discusss than Sserpentor's love life."

"Or lack thereof," The Baroness snickered quietly.

Serpentor heard her though, and whirled to face her. "Go ahead and laugh now, Baroness," He hissed. "Because you won't be soon, when Scarlett joins me. And join me she shall!"

A computer tech came running in before anyone could reply. "The download of everything on the Joe's computers has begun!" He announced.

"Yessss!" Cobra Commander hissed excitedly. "It won't be long until we know all the Joe's ssecrets!"

"Well, now we know Zarana is doing her job," Tomax stated.

"Yes, and soon we will annihilate the Joes forever!" Serpentor exclaimed as Destro and Dr. Mindbender headed for the computer room, followed by the others.

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As the data transfer continued, Zarana leaned back in her seat in the Joe's main computer room and relaxed while she waited.

The transfer was almost finished when the door opened. Startled, she jumped and turned to face the last person she wanted to see.

"Scarlett, what's going on? Why are you in here so late?" Mainframe asked as he entered.

Zarana's heart was pounding and she only hoped Mainframe couldn't hear it. "Just checking some things," she answered. She stretched her arms. "Man, it feels good to be home. When I was a prisoner, there were times when I wondered if I would ever see this place again."

Mainframe smiled and nodded. "I know what you mean. I've been there myself and to say it wasn't pleasant would be an understatement," he told her.

"That's the truth," She replied, wishing that he would hurry up and get the hell out of there. Her knees were weak from his smile and her heart was pounding even harder from being this close to him, and the last thing she needed at this point was to be distracted from her mission by reemerging feelings that she thought she had gotten over.

But instead of leaving, he crossed the room and sat in the chair next to hers. Zarana sucked in her breath and tried not to panic. _Stay calm, stay calm,_ she told herself firmly. _You can't let him affect you. You have a mission to complete. Stay focused on that._

"It's so good to have you back, Scarlett," he told her. "Duke missed you so much and he was really worried about you."

She nodded. "He told me that earlier. Thinking about being with him again was what kept me going most of the time; that and thinking up the best ways to get revenge on Cobra."

"I hear you there," Mainframe responded. "I'm ready to beat the fuck out of all of them right now for what they did to you and Flint."

Zarana was startled. She had never heard him cuss before and he didn't even strike her as the kind of person who would cuss at all. But all she said was "get in line, Mainframe, get in line. I bet every person here on the base wants to do just that, including myself."

Before he could respond Dial Tone rushed in. "There you are, Mainframe!" He exclaimed. "I've been looking for you. There's a glitch in my new communications program and I was hoping you could take a look at it."

Mainframe got up. "No problem, Dial tone," he told his best friend. He turned back to Scarlett. "It's great having you back, but have to go. We'll talk more later, though."

Scarlett smiled. "I look forward to it," she replied as he followed Dial Tone out the door. When they were gone she breathed a sigh of relief. She was glad he was gone. It had been difficult maintaining her nonchalant Scarlett persona with him so close to her.

She turned back to the computer and saw that the data transfer was complete. Grinning to herself, she typed in final commands that Destro had taught her that were designed to erase all knowledge of the transfer and shut it down.

As she headed back to her room, she smiled to herself. There was no way for anyone to tell, even Mainframe, that the transfer had taken place. The first part of her mission was a complete success.

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Mainframe was having a hard time staying focused as he helped Dial Tone with the communications glitch. He kept thinking about Scarlett. She seemed different somehow; almost nervous around him. He couldn't figure it out.

"Hey, Mainframe; earth to Mainframe!" Dial Tone exclaimed then, snapping him out of his daze and causing him to jump.

"Huh, what?" He asked the communications specialist.

"What's going on? You were a million miles away!" Dial Tone replied.

"Sorry, Dial Tone," he said. "I was just thinking about Scarlett."

Dial Tone raised an eyebrow in surprise. "Don't be getting any ideas, buddy. She's with Duke."

"I know that, Dial Tone," Mainframe replied. "I wasn't thinking about her that way."

Dial Tone looked puzzled. "Then what way were you thinking about her?" he asked.

Mainframe looked thoughtful. "She just seemed different somehow. It was almost like…" he frowned and let his voice trail off.

"It was almost like what, Mainframe?" Dial tone wanted to know.

Mainframe shook his head. "I'm not sure, Dial Tone. I can't put my finger on it," he replied, sounding a little frustrated.

"Well I wouldn't worry about it too much, Mainframe," Dial Tone responded. "She was locked in a prison cell for days in Cobra's dungeon. She had to have been on edge to say the least. Just give her a day or two to adjust and wind down and she'll be back to normal."

Mainframe nodded. That made a lot of sense. "You're probably right, Dial Tone. "I'm probably just being paranoid anyway," he replied and got back to work on the glitch.

But later, after he had fixed the glitch and was walking back to his room to get ready for bed, his uncertainty about Scarlett returned. Despite Dial Tone's reassurance, he couldn't shake the feeling that there was something different about her. It was like she was on edge and was being overly friendly trying to hide it. But why would Scarlett be on edge around him in the first place? They'd known each other for many years and had always been good friends. He couldn't figure it out.

But as opened his door something else occurred to him. Why was she in the computer room in the first place? Computers weren't her thing. In fact, she was usually only around them when she had to be. So why was she there tonight? She'd said that she was "checking on things", but what did that mean? What could she have to check on in the computers anyway? It didn't make sense.

He groaned in frustration as he removed his helmet. He needed to stop this. Dial Tone was probably right. It was most likely just stress from being captured and held prisoner in tiny cell with Flint in the dungeon. In fact, he was laughing about getting so worked up about it with Dial Tone when he discovered the source of the glitch. It had been a bad connection in the…"

Suddenly he let go of his shirt that he has been starting to remove and stood stock still. That was what had him so unsettled about her. It was a connection! There had been a connection between them that was almost familiar; one that he hadn't felt for a long time. IN fact, the last time he had felt it had been when Dr. Carol Weedler had been here.

Suddenly he gasped in horror as realization sunk in. Dr. Weedler had turned out to be Zarana in disguise! His mouth went dry and he felt a sinking feeling in his gut. He was almost positive that Scarlett was really Zarana in disguise! That immediately made him wonder what she was really doing in the computer room. Whatever it was, it couldn't be good.

And Scarlett was probably still Cobra's prisoner. And if Scarlett was an imposter, than Flint most likely was too!

He started to rush to the door but stopped suddenly as another thought hit him. _Do I_ _really want to rat her out_, he thought. To his complete shock, he realized that he didn't know if he did or not!

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A/N: It's getting exciting, isn't it? Could Serpentor be right about Scarlett falling for him? What will happen between MAinframe and Zarana? Will he rat her out or will an old flame be rekindled? Stay tuned to find out and please review! I thrive on feedback!


	12. Chapter 12: Things Start to Heat Up

**The Return of Serpentor**

**Disclaimer: **Same as always.

**A/N:** Here's chapter 12. I hope you enjoy and please review!

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**Chapter 12: Things start to heat up**

When Zarana got back to her room, she collapsed on the bed. Her heart was pounding. She had almost panicked when Mainframe had entered the computer room! She could only hope that he didn't figure out who she really was. That would screw up the whole mission and quite possibly land her in jail!

But on the other hand, he was the only man to ever treat her with kindness and decency. Usually, men only paid attention to her if they wanted to take advantage of her or wanted something from her, unless she was the one doing the manipulation. But Mainframe was different. He had been a real gentleman to her; even helping her escape after she'd saved his life.

She had thought about him constantly for a long time after that, and only recently had gotten over her feelings for him. Or so she'd thought. Seeing him and having him so close to her had brought them all back.

She sighed as she got up and started to get ready for bed. Her mission had just gotten very complicated, which would make it that much harder and trickier to pull off.

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Meanwhile, Mainframe was in his room wrestling with himself trying to decide if he should tell someone what he was almost positive he'd discovered or not. On the one hand, she was the enemy and it was his duty to alert the others of her presence immediately so they could stop her. But on the other hand, he didn't have any real proof that Scarlett was really Zarana, just his own instincts. And on top of that, how was he supposed to explain that without giving away what had happened between them long ago? He didn't see any way that he could do that.

He groaned out loud. It was a complete mess! Duke would never believe him and if he accused Scarlett and Flint of being imposters without proof, Lady Jaye for one would be pissed at him. But he had to do something. If it really was Zarana and she succeeded in doing whatever she was sent to do and he did nothing, not only would it be his fault, but he would be in serious trouble with Duke and General Hawk; maybe even be court-marshaled.

He groaned again. He desperately needed to talk to someone; but who? After a moment the answer came to him. He could talk to Dial Tone. Besides being his best friend, he was the only one he had told about what had happened between Zarana and himself. He listened then and Mainframe was sure he'd listen now.

With that thought, he left his room and headed for Dial Tone's.

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Serpentor was cheerful when he walked into the main command center on the first floor of the base the next morning. Destro, Cobra Commander, and the Baroness were there along with some techs, Vipers, and Crimson Guards.

Everyone bowed as came in and then Destro spoke. "Zarana has done well. We now have all the Joes' secrets, files, and information," he said smugly.

"And it all will be used against them; starting with the two-frontal assault on both Washington D.C. and their headquarters," Cobra Commander added.

Serpentor nodded. "And the first part is Washington D.C. which will commence at fourteen hundred hours today. Then the second, which is their headquarters, will commence exactly one hour later. Cobra Commander will lead the attack on Washington with the Twins, Major Bludd, Dr. Mindbender, and Stormshadow. I will lead the attack on Joe Headquarters with Destro, and the Baroness." As he spoke, his voice filled with excitement and eagerness.

The Baroness grinned. "I cannot wait to see the looks on the Joes' faces when their automated security systems just shut down and refuse to work!" She exclaimed.

"And when they see me leading the attack!" Serpentor added gleefully. "They're going to be both shocked and horrified!"

"And we'll use that to our advantage as well," Destro put in.

Serpentor nodded. "Yes we will," he replied. "Cobra Commander, please make sure you forces are primed, prepped, and ready to go exactly at the appointed time. I will do the same for mine."

"I'm getting ready to do that now, Serpentor," Cobra Commander replied.

"Good," Serpentor said. "Destro, you and the Baroness go do a thorough equipment check on every vehicle and weapon our force will be using. This operation is of vital importance. I don't want to leave anything to chance. And after that Destro, double check the connection to the Joes' computers. I will join you shortly. There is something I must do first."

The two of them bowed and left to complete their assigned tasks. A moment later, Serpentor left as well.

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"Hey Flint, wait up!" Lady Jaye called as her lover moved to the door of the cafeteria and hurried over to him before he could leave.

He stopped and turned around. "What is it, Lady Jaye," he asked her.

She frowned at the touch of impatience in his voice, but shook it off quickly. She knew he had a lot on his mind among other things. "I just wanted to make sure we were still on for our picnic lunch today," she said, unable to keep the eagerness out of her voice. "I've been looking forward to it." Every Saturday they tried to have a picnic lunch with just the two of them outside under their favorite tree. She was especially looking forward to this one because she hadn't seem much of him lately; what with him getting captured and then being so busy after he was freed.

Flint looked at her, completely surprised. "With Cobra obviously up to something big and us on our highest alert, you want to have a picnic lunch?" He asked in amazement.

She nodded. "I understand, but that's never stopped us from having our regular picnic lunches before. We're always ready for action," She replied. "Come on, Flint, we haven't hardly had any time to ourselves since you were captured and it's only for a half hour." She gazed at him with hope-filled eyes as she took his hands in hers.

Flint just stared at her for several moments. Then he spoke again. "As much as I want to, Lady Jaye, there's just no way. Duke just asked me ten minutes ago if I'd oversee the equipment check to make sure all of our vehicles and weapons a hundred percent functional and ready to go at a moment's notice. And with that on top of everything else I have to do, I just don't have the time."

He sounded regretful but Lady Jaye also noticed a tinge of relief in his voice, which made her think that he was purposely trying to avoid her, for who knows what reason. "Please, Flint," she tried again. "I'll help you with the equipment check now so it'll go faster so you'll have a little free time." She knew she was begging but she couldn't help it. She desperately wanted to spend some time alone with him.

But Flint shook his head. "I'm sorry, Lady Jaye," he replied. "That will help, but it won't be enough. I just have too much to do. I'll make it up to you later, though. I promise." He kissed her on the forehead and hurried off before she could speak again.

Lady Jaye felt tears welling up in her eyes. Flint had never brushed her off like that before. He had sounded relieved when he had told her he was too busy and even though he did promise to make it up to her, he hadn't sounded like he meant it at all. It had sounded like he was just trying to pacify her and nothing more. She didn't understand it. She left the cafeteria and trudged slowly down the corridor, trying to figure out why he was acting the way he was and if it could possibly have been anything she'd done that caused it.

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Minutes after leaving the command center, after a quick stop in the kitchen, Serpentor was hurrying along the corridor leading to Scarlett and Flint's cell in the dungeon.

"Good morning, Scarlett!" He said cheerfully when he reached the cell.

Scarlett glared at him. "No morning is good when you're in a prison cell!" She snapped.

"Hey, now is that any way to talk to the one who has brought you your breakfast?" Serpentor replied as he shook his head. He pressed a button on the control panel by the lock on the cell and the bars slid up enough for him to slide the tray underneath. He hit the button again and they slid back down to the ground.

Scarlett ignored the food and glared at him. "Do you think that delivering breakfast personally is going to butter me up or something?"

"No, but this might," he replied, reaching his hands through the bars and pulling her close and kissing her passionately on the lips.

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**A/N:** So what do you think? Things are heating up, aren't they? What happened when Mainframe went to Dial Tone? Will Lady Jaye discover what's going on with Flint? Does Duke suspect anything about 'Scarlett' yet? Will Cobra's Attacks succeed? And what will Scarlett's reaction to Serpentor kissing her be? Stay tuned to find out! And please leave a review on you way out! They are great motivators.


	13. Chapter 13: The Calm Before the Storm

The Return of Serpentor

**Disclaimer: **Same as before.

**A/N:** Here's chapter 13. I hope you enjoy and please review!

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Chapter 13: The Calm before the Storm

Mainframe had been feeling a little better as he ate breakfast until he had overheard Flint and Lady Jaye's conversation when he had gotten up to get some more juice. He had talked with Dial Tone for over an hour the night before and he had agreed with him about not saying anything without proof. They had both agreed to keep a close eye on both Flint and Scarlett until they had more to go on.

He had been watching both of them like a hawk and had seen nothing out of the ordinary until he had heard Flint and Lady Jaye talking. That conversation had confirmed his theory as he knew that the real Flint would never treat Lady Jaye like that as he was deeply in love with her and respected her greatly.

He knew now that he had to tell Duke everything and accept whatever came his way when he found out about what had happened with him and Zarana the last time she was undercover here. It was more important that she and whoever Flint really was be stopped immediately. With that in mind, he hurried to Duke's office.

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"Hey, Lady Jaye, do you feel like sparring?" Dusty asked her as he passed a lounge and saw her sitting inside by herself.

She looked up and smiled weakly at seeing one of her oldest friends standing in the doorway. "Can I take a rain check, Dusty? I'm just not in the mood," she replied sadly.

He was startled when he saw her face. She had definitely been crying. Her eyes were red-rimmed and bloodshot and tearstains were on her cheeks.

Dusty came in and sat next to her on the couch. "Of course Lady Jaye, but what's wrong?" he asked softly. "Have you been crying?"

She nodded. "It's Flint," she replied.

"What about Flint? Is he hurt?" Dusty wanted to know.

She shook her head. "I almost wished it was that. I'd have an easier time dealing with that than what did happen."

"What did happen then, Lady Jaye?" Dusty asked, concerned. "You don't have to talk about it if you don't want to, but…"

"It's okay, Dusty," she cut him off. "It's just that he totally brushed off our weekly picnic lunch." Dusty gasped and she went on. "That was bad enough, but he was really rude when he did it and even sounded a little relieved about missing it." Tears came to her eyes as she remembered their earlier conversation. "It was just so unlike him; he's never acted that way toward me, even when he was irritated or angry with me. And that has happened on occasion."

Dusty shook his head. "It doesn't sound like him at all," he agreed.

"I know," she replied. "At first I thought it was just the stress of being captures and all, but now I'm not so sure. He's been captured before and has never reacted like this after being freed."

"You right, Lady Jaye," he told her. "This just doesn't make sense. What on Earth would cause him to act like that?"

She sniffled. "It must have been something I did; although I can't think of what. I Wish I did, though, so I could make it right." Tears welled up in her eyes and threatened to spill over.

Dusty felt his heart go out to her. She was such a good person and she didn't deserve this. He drew her into his arms and held her tight. "Shh, don't talk that way. You know it isn't true. Don't even think that way," he told her soothingly. "I'm going to find him and give him a piece of my mind for what he did to you!"

Lady Jaye looked up at him, alarmed. "No, Dusty, don't," she pleaded. "That'll just make things worse! "I'm sure there is a reasonable explanation for his behavior."

"Lady Jaye, there is no explanation for treating you like dirt that could be even close to reasonable," he countered.

"You may be right, but I'll talk to him once all this crap with Cobra is settled," she told him firmly. "Because I just know they're up to something big and the last thing we need or want right now is to be fighting amongst ourselves."

"Flint doesn't seem to care about that," Dusty said.

She nodded. "I know, but I do. Stopping Cobra is and has to stay our number one priority right now."

"You're right, but you can't be at your best with all this emotional turmoil swirling around in your head right now," he pointed out.

"I know, Dusty," She replied. "But please, just let me talk to Flint myself. I promise I'll call you if I need you."

Dusty didn't agree with her plan, but it was her decision. "I'm going to hold to that, Lady Jaye," he told her. "But if he does it again, I won't stay of it." He got up and moved to the door.

"Thank you," Dusty," She replied. "But I don't think it will happen again." _At least I_ _hope not_, she thought after he'd left. Because she knew that if Dusty confronted Flint, others were sure to get involved and take sides; and that could potentially tear up the team when they need to be united most.

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The decadent feel of Scarlett's soft lips on his was all Serpentor could think about as he kissed her. It was even better than he had imagined. Without realizing it, he let out a small moan and pulled closer, running one hand gently through her beautiful red hair.

Just as he deepened the kiss, he found himself stumbling backward a couple of steps as she pushed him away. "What the hell do you think you're doing?" She cried.

He walked back up to her. "I'm kissing the woman I love," he replied, gazing into her eyes.

Scarlett snorted. "Yeah, right. You don't love me," she retorted.

Serpentor shook his head. "You're wrong. I do love you, Scarlett," he replied softly, his heart racing.

Flint snickered. "That's impossible. You don't even know the meaning of that word, Serpentor!" He exclaimed with a giggle.

Serpentor ignored Flint and reached through the bars again. But this time she back up out of his reach.

Serpentor was unfazed by this. He opened the door and stepped inside, and shut the door back before either of them could escape. He moved to Scarlett but Flint blocked his way before he could reach her.

Nonplussed, he just shoved him aside and stepped up to Scarlett and took her in his arms and held her tightly against him. It felt so much better without the bars in between them. He relished the feel of her in his arms.

He pulled back slightly so he could gaze deep into her gorgeous emerald eyes. He caressed her cheek tenderly. "You are so beautiful, so perfect," he murmured. "I could hold you in my arms forever."

"You're insane!" She retorted, ignoring her pounding heart, and trying with no avail to push him away. He was much stronger than she was.

"No, I'm in love," he told her and, unable to hold back any longer, crushed his lips hungrily to hers, kissing her urgently and deeply over and over, giving in to what he had longed for a long time. One hand gently rubbed her back up and down while the other tangled itself in her hair.

Then Flint shoved him away just as the intercom beeped. "How dare you!" He snarled at Flint and backhanded him across the face with enough force to send him to the floor. "You will never interrupt me again!" He then exited the cell and answered the intercom. "Yes?" He asked impatiently.

"Serpentor, everything's ready for the attack," Cobra Commander's voice replied.

"Good. I'll be right there," He said and switched the intercom off. He turned back to Scarlett. "Unfortunately, I have to leave now," he told her regretfully. "But I'll be back later, I promise." His voice was soft and tender and choked with emotion. Leaving was the last thing he wanted to do but he had no choice. "I want to spend more time with you." With that, he reluctantly left.

When he was gone, Flint got up and sat on one of the cots. "Phew, I'm glad he's gone. He's gone completely insane," he told Scarlett, expecting her to agree right away.

But to his surprise, she didn't answer at all. She just gazed off into space, thinking about what had just happened and how guilty she felt. She hadn't wanted him to stop once he was in the cell and kissing her so deeply and hungrily. And also, because she couldn't wait for his return.

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Serpentor strode into the command center and everyone in there snapped immediately to attention. "My lord, everything is ready for the attack," Tomax told him.

"And so is everyone," Xamot added.

Serpentor put everything but the coming attack out of his mind. "Excellent, then let the attack commence! First team, go now! My team, we go in one hour!" He grinned to himself. It had begun!

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**A/N:** So what do you think? What will Duke's reaction to Mainframe's relevation be? Is Scarlett falling for Serpentor? Will Dusty confront Flint? What will happen with the attack? Stay tuned to find out and please review as feedback and constructive critism are welcomed and appreciated!


	14. Chapter 14: All Hell Breaks Loose

**The Return of Serpentor**

**Disclaimer: **Same as before.

**A/N: **Here's chapter 14. I hope you enjoy and please review!

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**Chapter 14: All Hell Breaks Loose**

Mainframe knocked loudly and impatiently on Duke's closed office door.

"Hang on, I'm coming!" He heard Duke call out. A moment later the door was opened. "Mainframe?" Duke asked, gesturing him in. "What's going on?"

"I have something very important to tell you," he replied seriously, taking a seat in front of Duke's desk. Duke sat in his chair behind it.

He noticed that Mainframe appeared nervous, which was not like him. "Okay, fire away," Duke told him.

Mainframe hesitated a moment before speaking. "It's Scarlett."

"What about her? She's not hurt, is she?" Duke asked anxiously.

"No," Mainframe answered quickly then paused. "Well actually the truth is, I don't know."

"Huh; you've completely lost me, Mainframe. What the hell is that supposed to mean?" Duke asked, bewildered.

Mainframe decided to come right out and say it. "I don't know because I haven't seen Scarlett since she was captured," he replied.

Duke couldn't believe his ears. "Of course you've seen her! She was freed and is on base! In fact, you talked to her last night. She told me earlier about running into you in the computer room. So how the hell can you say you haven't seen her?" His tone was incredulous.

"Because that's not Scarlett," Mainframe replied bluntly.

Duke looked shocked. "WHAT?!" He cried, looking at Mainframe incredulously. "Mainframe, I don't know what you're trying…"

"Please, just hear me out, Duke, before you start coming down on me," Mainframe interrupted him. "It's Zarana pretending to be Scarlett, and I'm pretty damn sure that's not the real Flint as well."

"Mainframe, you've completely lost it!" Duke exclaimed. "Where the hell do you get off saying crap like this?"

"Why would the real Scarlett be doing a complete check on our computers without Breaker, you, Hawk, or myself knowing about it and at least one of us being there with her?" He asked without missing a beat.

"Scarlett doesn't need our permission to use the computers," Duke pointed out angrily.

Mainframe nodded. "Okay, I'll give you that, but as G.I. Joe's Computer Specialist, I am in full charge of the computers and no one is supposed to use them to do a check or anything else without my knowing about it beforehand. You and Hawk even let me know before you do anything with them," he pointed out.

"Scarlett's rank allows her to use the computers!" Duke snapped impatiently.

"And mine dictates that I know who's using the computers at all times!" Mainframe retorted. "But we're off the subject here. The point is that Scarlett and Flint are imposters and we have to stop them before leak our secrets or do something even worse, sir."

"We're not going to take any such action, Mainframe," Duke stated firmly. "You come in here with these heinous accusations with nothing to back them up, and you expect me…"

"If you would have heard the conversation that took place earlier between Flint and Lady Jaye, you would believe me," Mainframe cut him off. "He treated her like dirt and blew her off like a bug on her arm; and we both know the real Flint would never do that to her, not even if he was pissed at her for some reason. He loves her too much and is completely devoted to her," he pointed out,

"That's hogwash and you know it, Mainframe," Duke came back. "Everyone's entitled to a bad day once in a while.

"Oh, come on Duke, you and I have both seen Flint on his worst days and when he was really angry with Lady Jaye and he still was nowhere near as mean to her as he was today," Mainframe reminded him. "And as for Zarana, I have been close to her before when she infiltrated us and reprogrammed the robot subs; and I had the same feeling yesterday that I did back then when I was near her. Plus she was really nervous when I walked in and we both know that's not like Scarlett as all."

Duke looked angry. "And we both know that she spent time in a cell in Cobra's dungeon. Of course she's going to be jumpy and edgy for awhile. And what's this 'feeling' you're talking about? I hope for your sake, it was nothing romantic or even friendship," he stated seriously. "Because if it was…"

"It wasn't!" Mainframe said quickly. "It was just…" Mainframe was cut off midsentence as the alarms started to sound loudly. "What's going on?" He yelled over the noise.

Duke shook his head. "All I know is that it can't be good," he replied.

Just then the door opened and Hawk strode in. "Duke, Cobra's attacking Washington D.C.!" He exclaimed.

"What?!" Duke exclaimed.

"They're insane!" Mainframe added. "They have to know that attacking the city straight out won't work. Not after what happened last time!"

"Yes, but that was when Serpentor had taken control," Hawk replied. "Cobra Commander may just be stupid enough to try it."

"Or desperate enough," Duke added.

"Maybe they think that with their new Flashblaster weapons, they'll be successful," Mainframe pointed out.

"They can certainly cause a lot more destruction with them than last time," Duke said. "But more destruction doesn't guarantee a victory."

"We can discuss this later," Hawk told them. "Right now we need to stop them! Come on, men!"

"Yes, sir!" Duke and Mainframe said in unison and followed him out of Duke's office.

"Duke, get Scarlett, Roadblock, and Dusty and form a unit to stay here and guard the base while the rest of us goes and stops Cobra," Hawk ordered as they hurried down the corridor.

"I'll get right on it, sir!" He replied and veered off into a side corridor as Hawk and Mainframe continued on to the hangar. Three minutes later, Hawk and his forces left, heading directly for Washington D.C. to stop Cobra.

A short time later, Serpentor, Destro, and the Baroness were in the command center of Cobra's base watching the attack on Washington. Major Bludd led the ground assault while Wild Weasel led the air assault. Cobra Commander directed the whole thing from his flight pod. Several buildings, including the Lincoln Memorial and Washing Monument were already sustaining damage and a group of seven HISS tanks were moving toward the White House while another seven were moving in on the Capitol Building.

They were being attacked by the armed forces that were in the area but they were outnumbered and outgunned and therefore wouldn't last long against the attacking Cobra forces.

Just then the Joe forces arrived, led by General Hawk. "Good, good," Serpentor said as the Cobra forces immediately engaged them. "It's all going perfectly so far." He then glanced at the clock on the lower right corner of the screen. Seeing the time, he turned to Destro who was holding the Baroness in his arms. He felt a lump in his throat upon seeing them like that but ignored it. He had to focus all his attention and energy on the assault. "Come you two, it's time to leave for Joe Headquarters now."

The Baroness grinned. "I cannot wait until the Joes see you leading the attack!" She exclaimed, snickering.

"It will be priceless, my dear," Destro told her. He kissed her quickly and they followed Serpentor out of the room.

"Yes, Destro," Serpentor called back to him. "Seeing me alive and well and having their security and automated defenses not work will be a shock of a lifetime to them!

"We've got them this time!" Destro exclaimed.

"You are right, Destro," Serpentor replied as they reached the hangar. He immediately headed for his Air Chariot and climbed on. "But don't get cocky and overconfident. That's one of the quickest and surest ways to lose a battle." He raised his voice so everyone in assault force could hear him. "And that goes for everyone. So remember it! Now, let's get going. We have a headquarters to destroy! This, I command!"

Meanwhile, over at Joe Headquarters, Duke was watching the battle with increasing dismay. The Cobras were overpowering Hawk's large force.

"This isn't looking good at all," Dusty said as a Skystriker exploded as Ripcord ejected.

"No, it isn't," Duke replied. "There's something different about the way the Cobras are fighting." His voice was thoughtful.

"They're actually working together and communicating as a team!" Dusty exclaimed disbelievingly. And he was right. They were working together as a team; backing each other up and helping each other out. And that did not bode well for the Joes at all.

Roadblock shook his head. "Our chances of winning aren't great, when Cobra starts to cooperate," he said sadly.

Duke started to reply when the alarms sounded again.

"Now what?" Dusty wanted to know.

One glance at the screen told Duke that things had just went from bad to worse. "There are Cobra forces coming into attack range on our outer perimeter!" He exclaimed.

"Damn!" Dusty swore. "Could this get any worse?"

"Unfortunately it can," Duke told him. "Our automated defenses aren't responding!" He feverishly typed on the keyboard. "I can't get them to activate!"

"Uh, Duke, it's even worse than that," Roadblock spoke up. "Look who's leading the attack!"

Duke looked and couldn't believe what he saw. "It can't be!" He cried. "That's impossible!"

Things were worse than ever now.

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**A/N:** So what do you think? Will Cobra destroy Joe Headquarters? What will happen between Zarana and Mainframe? Will Cobra take Washington D.C.? Will Scarlett and Flint ever escape? And what will happen between Scarlett and Serpentor? Stay tuned to find out and please leave a review. Reviews=faster updates!


	15. Chapter 15: Mass Destruction

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** I apoligize for the delay. I just started a new job and don't have as much time as before to write. Anyway, there is a bunch of profanity in this chapter. If your uncomfortable with that, then don't read it. To everyone else; I hope you like it and please review!

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**Chapter 15: Mass Destruction**

Duke looked in horror at Serpentor leading the attack form his Air Chariot. "How in the hell can he be alive?" He wanted to know. "He was shot in the face with an arrow!"

"That's what I'd like to know!" Dusty exclaimed.

"And why the blazes aren't the fucking defense systems responding?" Duke went on, slamming a hand down on the console in frustration.

"Easy, Duke," Roadblock said, putting a hand on his shoulder. "It's going to be too late, if we don't get out there and retaliate!"

"You're right, Roadblock!" Duke told him. He activated the intercom. "All Joes, this is Duke. Cobra is attacking the base. Get to your vehicles and planes immediately and stop them!" He got acknowledgements and turned it off. "Come on, let's go!" He said to Dusty and Roadblock and ran for the door. The two Joes were right behind him.

Serpentor grinned wickedly as the Joes fought back against his forces. They were hopelessly outnumbered, and with their automated defenses not working, outgunned. They wouldn't last long at all. He looked around and smiled evilly as he spotted what he was looking for; the fuel lines used to pump fuel into the Skystrikers.

"Destro, I'm heading for the primary target. You and the Baroness keep the Joes busy and distracted while I take care of it!" He called to his second-in-command on this mission.

"As you command, Serpentor!" Destro replied as his emperor steered his air Chariot away from them.

"General Hawk, this is Duke!" Duke yelled into his Skystriker's radio. "We're under attack by Cobra forces and we're getting clobbered!" As if proving his point, a tank exploded just then as Steeler jumped clear.

Hawk swore viciously. "We're getting our asses handed to us here too, but I'll see about sending some help your way!" He replied.

"How bad is it there, General?" Duke asked.

"Real bad, Duke." Hawk's voice was grim. "The Cobras are working together like we've never seen before."

"I think I may know how and why that is," Duke replied. "The Cobras here are being led by Serpentor!"

"What?!' Hawk exclaimed in shock. "But he was killed!"

"That's what I thought," Duke replied. "But he's here now!"

"Maybe it's a trick," Hawk suggested. "They could be trying to freak us out or throw us off."

"I thought of that, but I think every Cobra is either here or attacking Washington," Duke told him.

"It sure seems that way," Hawk began, then remembered something weird. "The Dreadnoks are here but there's been no sign of Zartan or Zarana. Are they with Serpentor?"

He realized to his horror that he hadn't seen either of them. "I haven't seen them, just Destro and the Baroness," he replied. "Could Serpentor really be one of those two in disguise?"

"Well Zarana's too short, but it could be Zartan, only it doesn't make sense," Hawk mused.

"What do you mean?" Duke asked.

"Why would Cobra Commander have someone impersonate Serpentor when he hated his guts?"

"Good question, General Hawk," Duke told him. "I wish I knew the answer." Then he realized something else. Even if one of them was impersonating Serpentor, the other was unaccounted for. With a start, he remembered Mainframe's claim. _Could he be right? If he was, then that means that Serpentor is most likely not an imposter at all!_ _And where the hell is Scarlett? I haven't seen her since the attack started!_

"Well, we can worry about the hows and whys later, but right now, we need to concentrate on stopping them now!" Hawk exclaimed.

"You're right, General, it's just that… dear Lord, no!" Duke exclaimed, cutting himself off as he saw Serpentor take aim at the jet fuel lines. He quickly switched channels. "All Joes, Serpentor's targeting the jet fuel lines! Stop him NOW!" He swooped in on the Air Chariot along with the other Skystrikers and, locking in on it, fired missiles at it. As soon as they were away, though, Duke realized it was too late. The Air Chariot fired its own mini-missiles at the fuel lines before they were even halfway to it. Serpentor then flew away, evading the missiles at the same time.

"Duke, what the fuck's going on there?" Hawk screamed over the radio just as the mini-missiles hit the fuel lines causing a chain of thunderous explosions that shook everything and everyone around; first the missiles, then the jet fuel went in a massive fireball.

Duke jerked the stick hard, trying to avoid the fireball. "All hell's just broken loose, General!" Duke shouted after switching channels on the radio again. "Serpentor's just destroyed our jet fuel lines and half the base is on fire!"

"Oh, no!" Hawk exclaimed.

"Hawk, if you don't get here fast, there's not going to be a base to come back to at all!" Duke told him as he took off after Serpentor.

"But we can't just let Cobra…huh? Wait a minute, what's going on here?"

"Hawk, what's happening?" Duke asked him.

"The snakes are turning tail and leaving!" HE replied in an astonished voice.

"That doesn't make any sense," Duke said, confused. "Why would they just suddenly…" he broke off as understanding came. "The attack on Washington was just a diversion to draw as many of our forces as possible away from base to leave it open to attack!"

"And we fell for it completely," Hawk replied bitterly. "Hang on, Duke, we'll be there ASAP!"

"Please hurry, General Hawk," Duke urged and flicked off the radio. He fired his lasers at Serpentor, but the latter easily evaded them with his highly maneuverable Air Chariot.

He cursed and switched his radio to a known Cobra frequency. "You're going to pay for this, Serpentor!" He shouted angrily.

Serpentor laughed mockingly at him over the radio. "I don't think you're in any position to make threats, Dukie Boy!" He sneered.

"Just wait, Fang Face! Once Hawk and his forces get here, it will be all over for you!!" Duke snarled back.

"Why thank you for that heads up, Duke. We'll be sure to be gone before they arrive," Serpentor came back. "Oh, by the way, Scarlett is one heck of a wonderful kisser, but you probably already know this," he added smugly.

"You motherfucking son of a bitch!" Duke screamed. "If you've so much as put a finger on her, I'll kill you bare-handed!"

"You don't have the guts to kill me, you worthless maggot!" Serpentor retorted.

"Why don't you come over here and we'll see who has guts, you bastard!" Duke shot back.

"Some other time, wimp!" Serpentor sneered and started racing away.

"Why you little…" Duke growled and chased after him. But a couple of seconds later an energy blast hit his right wing, sending him into a tailspin. "Fuck! Where did that come from?" A glance out of his windshield answered his question. In the rapidly gyrating sky he saw a Cobra Helicarrier was quickly drawing near.

"Duke!" Roadblock yelled over the radio as he saw the Joe first sergeant take a hit in the wing and begin to spin uncontrollably.

"There's a Cobra carrier coming up on us!" Dusty yelled. "Where the heck is Hawk?"

"He's not going to make it in time!" Roadblock replied. "We're in serious trouble here!"

"Roadblock, we've been in serious trouble for awhile now," Dusty told him.

Duke, meanwhile, had been barely paying attention to them as he was struggling to regain control of his Skystriker. He was unable to though, and had to eject. As he did so, he caught a glimpse of Serpentor and the other Cobras entering the Helicarrier. A moment later it was gone, leaving nothing behind but mass destruction.

Seconds later, Duke touched down. Removing his parachute, he surveyed the destruction. It was massive. All kind of debris, including bits and pieces of planes, helicopters, and ground vehicles was everywhere. Fires were raging, and over half of headquarters was reduced to rubble.

"What are we going to do, Duke?" Roadblock asked as he and Dusty came up to him.

Duke shook his head sadly. "I wish I knew, Roadblock," He replied. "I wish I knew."

Meanwhile, in the Helicarrier, Serpentor entered the cockpit. "My lord, Cobra Commander and his forces are returning to base as we speak," the Stratoviper pilot said.

Serpentor grinned. "Excellent!" He exclaimed. "Phase one of our master plan is complete!"

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**A/N:** So what do you think? Will Duke figure out that Mainframe is telling the truth about Scarlett being Zarana? What will his reaction be to Serpentor's news about Scarlett! And what's going to happen to the Joes? Stay tuned to find out and please review! Feedback and constructive criticism are the best gifts an author can receive!

**A/N 2:** Should I bring in Sgt. Slaughter?


	16. Chapter 16: Treading Dangerous Waters

**The Return of Serpentor**

**Disclaimer: **Same as before. I only own the plot and the Flashblasters.

**A/N: **Here's chapter 16. I hope you enjoy and please review!

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**Chapter 16: Treading Dangerous Waters**

Duke, Roadblock, Dusty, and others were battling the raging fires when Hawk's forces returned a very short time later.

"Oh, my gosh!" Lady Jaye exclaimed in shock upon seeing the destruction as Barbecue and a group of others went off to fight the fires.

"What in name of tarnation happened here?" Gung-Ho asked.

"It looks like World War three!" Mainframe replied.

"Cobra happened, that's what!" Duke snapped. "The attack on Washington was a diversion."

"Was anyone hurt, Duke?" Hawk asked the First Sergeant.

Duke shook his head. "Not seriously, thank God. Just some minor scrapes and bruises," he replied.

Hawk let out a breath. "Well that's good news," he said.

Beach Head whirled to face him. "How the hell can anything about this be good?" He asked incredulously.

"It's good that no one was seriously injured or worse," Hawk told him. "Headquarters can be rebuilt and our vehicles and planes replaced, but not personnel."

"Hawk, there's more bad news. Our automated defense systems would not activate at all," Duke told him grimly.

This brought gasps of shock from everyone who heard him. "What? That's impossible!" Hawk cried.

"How the hell can that be?" Beach Head wanted to know.

"I think I know," Duke replied. "Mainframe?"

The computer specialist stepped forward. "Yes, Duke?"

"I owe you an apology. You were right about Scarlett earlier," Duke told him.

"Huh?" Beach Head asked.

"What changed you mind?" Mainframe asked him.

"The automated defense systems not responding and Serpentor," Duke replied.

Beach Head looked around. "Is anybody else here as lost as I am?"

Hawk nodded. "Definitely," he replied. Other heads nodded as well.

"Wait; how the blazes did Serpentor change your mind?" Mainframe wanted to know.

"Hold on a minute," Hawk put in before Duke could reply. "Would you mind explaining what's going on here? Does it have anything to do with Mainframe being in your office when I alerted you to Cobra attacking Washington this morning?"

"Yes," Duke replied as Mainframe nodded. Then the two of them went on to explain what went on in there that morning.

The news brought gasps of surprise from several Joes, which was not surprising, and when they were done Dusty spoke up. "That would explain Flint's unreasonable behavior this morning," he said.

Lady Jaye nodded. "That makes sense," she began, sounding relieved. But then her heart sank as she thought of something. "But if it's true, then where are the real Flint and Scarlett? Are they hurt? Can we get them back? What if it's too late and he's already…" She broke off, unable to voice her worst fear.

"We can't think like that," Hawk told her.

"Hawk's right," Beach Head said. "We have to find them fast!"

"But how?" Dusty wanted to know. "All of our computers and sensors and everything is severely damaged or destroyed."

"Wait, we need to locate the imposters ASAP!" Hawk told Beach head.

"They could be anywhere!" Lady Jaye exclaimed.

"They're most likely long gone by now," Duke spoke up.

"He's right, they probably high-tailed it during the attack on the base," Roadblock added.

"Damn it!" Beach Head swore angrily. "At this point, they're our best shot at finding the real Flint and Scarlett!"

Just then Mainframe caught a movement out of the corner of his eye. "There she is!" He whispered urgently. They all looked to where he was pointing. Sure enough, there was Scarlett. She was trying to sneak away without being seen.

"We can't let her get away!" Duke exclaimed.

"Wait, I'll handle this," Mainframe said, putting a restraining hand on his shoulder before he could bolt after her. He had a bunch of things to say to her and none of them were nice. He started running after her.

"Mainframe, wait!" Hawk called. But it was too late. Mainframe was already gone.

---------------------------------------------------

There was lots of celebrating when both attack groups arrived back at Cobra base. People were congratulating, hugging, and high-fiving each other. Destro and the Baroness were locked in an embrace, oblivious to everything around them while the Dreadnoks were jumping around and whooping at the top of their lungs.

Serpentor, however, found himself oddly detached from it all. Despite their victory, he didn't feel much like celebrating for some reason. He just stood off to the side and watched the others.

Suddenly, Stormshadow's voice rang out loudly. "Will you Dreadnoks cut it out already? You're acting like a bunch of mindless thugs!" Serpentor, along with virtually everyone else looked in his direction and saw him picking himself up off the floor as the Dreadnoks were all pushing and shoving each other around by him.

"Stormshadow, they are a bunch of mindless thugs," Major Bludd told him.

"Hey!" Buzzer cried indignantly. "We are not!"

"Yeah, we're a lot more that that!" Torch added.

"All of you shut up!" Cobra Commander snapped, sounding irritated. "We're not supposed to be fighting with each other!"

"He's right," Tomax put in. "We just had a major victory."

"And you should be celebrating it. Destro and the Baroness sure are," Xamot added.

They all looked at the couple, even Serpentor. They were in each other's arms and kissing passionately.

"Aw, isn't that sweet!" Ripper exclaimed.

"They look so happy and in love!" Monkeywrench spoke up. He smiled.

Serpentor wasn't smiling. Seeing them made him sad. It also made him realize why he didn't feel like celebrating. The one he wanted to celebrate with wasn't here.

"Hey, Serpentor isn't celebrating!" Torch shouted suddenly.

"He looks sad," Buzzer added.

"He looks like he's leaving!" Thrasher corrected. Sure enough, Serpentor was heading toward the door.

"Hey, sire, where are you going?" Tomax called to him.

"I'll be back shortly," Serpentor answered. And before anyone else could say anything, he left the room and headed downstairs.

-------------------------------------------------------

Meanwhile, Flint and Scarlett had heard the commotion of everyone returning and could now hear lots of happy and excited voices above them. Even though the voices were indistinct, the happiness and excitement they were exuding made him very uneasy.

"I have a bad feeling about this, Scarlett," he told her.

She nodded. "I know. Whatever's got them this happy can't bode well for us," she replied.

Flint looked at her. She was right, but she sounded distracted, as if she was thinking about something else entirely. He couldn't really blame her with the way Serpentor had been acting lately. He had gone completely insane! The way he had been virtually throwing himself at Scarlett was nothing short of nuts! He rubbed his cheek where he had punched them this morning. It had swelled up a little and turned purple. He wanted nothing more than to beat the hell out of the Cobra Emperor!

"We need to get out of here," he told Scarlett. Serpentor has gone totally out of his mind and the Joes need us." To his surprise, she didn't answer. She just stared off into space.

"Hey, Scarlett, did you hear me?" He asked, raising his voice a little. She turned to him, but before she could reply, they heard the sound of approaching footsteps. He groaned. The last thing they needed was company, unless it was the Joes coming to rescue them. "I hope that's not Snake-breath returning," he muttered.

Scarlett said nothing. Instead, she moved to the front of the cell and looked up and down the hall.

Do you see anyone?" Flint asked, coming up beside her.

She shook her head. "No," she replied. They continued to hear the footsteps getting closer, though.

Seconds later they saw who was coming as Serpentor rounded the corner and headed toward them.

Flint groaned again and swore under his breath as Scarlett tensed slightly beside him. _Why the hell won't he leave us alone_? He thought angrily. "What do you want?" He snapped as he came within earshot.

"Definitely not you, you ugly piece of vermin!" Serpentor retorted. "So keep your mouth shut and stay out of the way!" Then his expression softened as he looked at Scarlett. He gazed tenderly at her as he reached their cell.

Scarlett stared back at him, her expression impossible to read.

"Why aren't you upstairs celebrating with your cronies?" Flint demanded.

"Because I don't feel like it," He said flatly. He reached a hand through the bars and caressed Scarlett's cheek, his eyes filling with longing. "You're so beautiful, so strong," He murmured softly.

Scarlett glared defiantly at him, but saw no signs of menace or manipulation or anything else sinister in his brown eyes. Instead, she saw tenderness, love, and longing. She felt her expression and eyes softening as he opened the cell door and took her in his arms, standing in the narrow opening so neither of them could escape.

She felt her heart start to pound as he tenderly stroked her hair. Then he kissed her deeply and passionately. When it was over he pulled back and gazed into her eyes. "I love you so much, Scarlett," he told her. Then suddenly, he was crushing his lips on hers hungrily and urgently as he tangled one hand in her hair while he ran the other up and down her back.

Scarlett began to feel incredibly guilty because she was enjoying it! And what was worse, she didn't know how much longer she could hold herself back from responding in kind.

Flint, however, was feeling only boiling rage and hate towards Serpentor. _How dare he pretend to love Scarlett_! He was helpless to stop it, though, as he couldn't even get to Serpentor because Scarlett was directly between the two of them and any attempt to attack him risked her getting hurt. And on top of that, there wasn't all that much he could do against Serpentor anyway without any weapons and guards no doubt right around the corner or closer. He swore viciously under his breath, promising himself that he would beat the fuck out of Serpentor the first chance he got.

He glared angrily at Serpentor and did a double take at what he saw. Scarlett was responding to Serpentor! She was kissing him back just as hungrily and urgently as he was kissing her!

* * *

**A/N:** Uh oh! It looks like Scarlett is falling for Serpentor! And what will happen when Mainframe confronts Zarana? Stay tuned to find out and please don't forget to review!


	17. Chapter 17: Confrontations

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** I made up the childhood of Zarana and her brothers so I apologize if there is a history given somewhere. The only thing I could find was that they are supposedly from Australia and that Zarana and Zandar are twins. Anyway, I hope you enjoy this chapter and please review!

* * *

**Chapter 17: Confrontations**

Flint gasped in horror and disbelief as he saw Scarlett slip her arms around Serpentor's neck and pull him closer. Serpentor moaned in response and kissed her harder. _What the hell_ _has this madman done to her_? He raged silently. He knew it had to be something in order for her to respond like that. He just didn't know what that something was.

He looked at them again and felt his blood begin to boil. _I have to stop this right now before it goes any further_, he thought urgently. _But how do I do it without endangering Scarlett_? A moment later it came to him and he grinned.

Serpentor wanted to pinch himself to make sure he wasn't dreaming when Scarlett wrapped her arms around his neck and started to kiss him back. He didn't know it was even possible to feel so happy. His heart was so full of love that he thought it might burst, and he felt as though he could lose himself in her forever.

Finally, the need for air became apparent and they pulled back a little, but kept their arms around each other. Breathing hard, they just gazed into each other's eyes for a few moments

Finally Serpentor spoke. "Either I'm dreaming or I'm the happiest man in the whole world," he murmured and outlined her jaw with his finger.

"If you're dreaming, then we both are," Scarlett replied softly. She couldn't believe what she had just done. But even more than that, she couldn't believe his face, or his actions for that matter. His behavior and mannerisms toward her the last couple of days or so was just so unlike him. And looking at his face and seeing his eyes so full of love for her and contentment was so unbelievable that she would never have believed it if she hadn't seen it, and was still seeing it herself. The expressions of love and contentment made his brown eyes gorgeous and his smile made her weak in the knees.

"If we're both dreaming, then I hope we never wake up," he told her, tenderly caressing her cheek. "I've never been this happy in my like."

The feelof his fingers on her face was divine. She found herself leaning forward into his gentle caresses. She closed her eyes briefly, not wanting him to stop.

"Oh, Scarlett, I wish we could just stay like this forever!" He said emotionally. "And never let each other go!"

She responded by burying her face in his upper chest, just under his neck. Serpentor just held her tight, resting his cheek on the top of her head and closing his eyes.

They just stood there, just content being in each other's arms. But all too soon the moment was spoiled as something crashed into Scarlett's side. She whirled around to see Flint on the ground grinning sheepishly at her.

"I didn't mean to bump you, Scarlett," he apologized. "I tripped over something on the floor."

Serpentor opened his mouth to scream at him, but before he could, Flint sprang up and moved Scarlett aside before punching Serpentor in the face.

"Flint!" Scarlett screamed in horror as Serpentor was knocked back into the side of the cell door by the force of the blow.

It didn't seem to faze him though. He just shook it off and charged Flint. "How dare you interrupt us and punch me, you worthless microbe!" He snarled, eyes blazing with fury. Flint started to back away from him. He didn't get far, though, as Serpentor picked him up and threw him against the wall. "No one interrupts Serpentor!" He thundered, advancing on him and grabbing one of the live snake javelins from around his neck. He flicked his wrist and it went rigid and solid in his hands. "This, I command!" He added and hit him upside the head with it. Flint crumpled to the floor, out cold. Serpentor turned to Scarlett, who was looking at him completely stunned.

-------------------------------------------

After several minutes of playing chase Mainframe finally caught up to Zarana. "You're not getting away that easily, Zarana!" He exclaimed and grabbed her shoulder and spun her around.

"Let go of me, Mainframe!" She yelled, trying to break free. He just tightened his grip, preventing her from getting away.

"Not until we talk," he replied and reached up and pulled off her Scarlett disguise. "It was you who sabotaged our automated defense systems, wasn't it?" He demanded angrily, throwing the disguise on the ground.

She nodded, unable to meet his eyes. "I had a job to do," she said. "Serpentor and Cobra Commander assigned it to me and Zartan. I didn't have a choice."

Her last words pissed him off even more. Did she really think he was stupid enough to fall for it? "Damn it, Zarana, don't give me that crap!" He retorted. "You always have a choice!"

"Oh, Mainframe, I wish that was true," she replied softly. "But you don't know Cobra Commander and especially Serpentor like I do. You don't tell them no. Not if you value your health and your life."

Mainframe scoffed. "Oh please, you knew that when you signed up for Cobra," he told her.

She nodded. "True enough, Mainframe, but I didn't know how far they'd go."

Mainframe shook his head. He wasn't buying this at all. "So if it's that bad, why didn't you just walk away?"

"I don't know," she replied.

"That's Bullshit, Zarana!" Mainframe exclaimed. "You don't stay in a place and or a situation like that without a reason! Now, if it's as bad as you say, why the hell didn't you leave?"

She finally met his eyes. "I stayed because of my brothers, all right!" She shouted, tears starting to form in her eyes. "They're my only family and I didn't want to lose them!" A tear rolled down her cheek. "I still don't," she added.

Mainframe felt himself softening a little. "Are you saying that your brothers would abandon you if you quit?" he wanted to know.

She nodded. "They'd never want anything to do with me ever again," she told him. "They'd tell me I was a useless wimp and a traitor and to get screwed." Another tear rolled down her cheek. "I know they're not the nicest guys by far and that you don't like them, but they are the only family I have." She sniffled, trying to hold her tears in.

"You don't know what it was like for the three of us growing up. My mom died in a car accident when Zandar and I were five and Zartan was nine. Our father just couldn't handle the loss and the grief and basically just fell apart. He started drinking all the time and not caring about anything or anyone; including the three of us. He didn't care where we went or what we did at all. When we'd got to him for something, he'd just scream at us to leave him alone. Sometimes he'd even hit us." Mainframe gasped at this, but before he could say anything, she continued. "After awhile, it got so bad, that our house became a wreck and he stopped going out at all, except for alcohol. So that meant less and less food in the house. Then one day, when I Zandar and I were eight, Zandar got hurt on the playground at school. When his teacher brought him home, she took one look at the dirty house, with hardly any food and numerous beer bottles everywhere and called Children's Services."

She went on to explain about how they'd immediately taken them away from their father after an inspection of the house. They had been taken into the custody of the state and stayed at an orphanage while their social worker tried to find a foster family for them. It was around eight months later that their social worker had told them they had found foster families for them but it would require them to split up. They all had hated hearing that as the three of them were really close. So Zartan, who had promised Zandar and Zarana that'd he'd always take care of them, came up with an idea to run away the first chance they got.

So they did, and they ended up being on their own and stayed that way for the rest of their childhood, taking care of each other and stealing food and money and whatever else they needed while going to school, thus giving all three of them the foundation for the undercover and covert work they did now. All three of them quickly became expert at manipulation and sneaking around.

She ended by telling him how they'd become mercenaries a few years out of high school and how they'd ended up in Cobra. "Our childhood was pure hell, but we ended up super close because of it," she finished.

Mainframe shook his head. He couldn't even begin to imagine going through even half of what Zarana and her brothers had gone through growing up. "No wonder you don't want to walk away," he said. "After all you've been through with them."

She nodded. "I just don't want to lose the closeness we have," she replied. "That's the only reason that I put up with Cobra Commander and Serpentor."

Mainframe doubted it that as clear-cut as she was making it out to be, but it didn't matter right now. "So when I ran into you in the Computer room, you were actually sabotaging our defense systems," he said. A lot of things were making sense now, Except for one. "But you seemed really nervous in there. Why was that; it's not like you."

"It was because I was afraid you'd figure out that it was really me instead of Scarlett. It would have blown my cover and my mission," she replied. "But more important, I didn't want you to me mad at me or hate me."

Mainframe smiled a little. "Zarana, I did figure out it was you, about thirty minutes after I'd left the room," he told her.

"But you obviously didn't tell anyone, at least not right away. Otherwise, I never would have succeeded in my mission," she replied, sounding surprised.

Mainframe blushed a little. "I did tell Dial-Tone," he said. "And we agreed to keep a close eye on you.

"But why didn't you go straight to Duke?" She asked.

He blushed again. "Because my emotions were all mixed up and I wasn't thinking clearly," he answered. "When I realized that it was you, it made me realize that I still had feelings for you." He sounded shy.

Now Zarana blushed. "You really still have feelings for me?" She asked, afraid to hope. He nodded and she went on. "That's why I was afraid you'd be mad at me or hate me if you figured out it was me in the computer room. I still have feelings for you too. I had all but convinced myself that I was over you, but when I saw you again, they all came rushing back and made me realize that all I did was shove them aside instead of dealing with them."

"I understand that, Zarana," he replied. "I did the exact same thing." He smiled sheepishly.

She smiled back a little hesitantly. "I can't believe you still have feelings for me after what I just pulled," she said wondrously. She gazed into his brown eyes.

He gazed back into her green ones. "Zarana, I fell in love with you during that whole 'Sgt. Carol Weedler ' thing and I'm still in love with you," he said softly.

Zarana's heart skipped a beat and she felt her knees go weak. "I fell in love with you too during that escapade and I'm still in love with you. You treated me with more kindness and decency than anyone else ever has with the exception of my brothers," she told him.

Mainframe's heart began to race. She was just so beautiful and also so vulnerable on many levels. "Because you deserved it," he assured her. "And you still do."

She couldn't believe he had just said that. "Even after what I just pulled, you still feel that way?"

He nodded. "You better believe it," he replied and moved closer to her. Zarana moved closer as well and they didn't stop until their lips met in a sweet and tender kiss.

* * *

**A/N:** Again, I made up Zarana's history. If there is a right one somewhere, please let me know(nicely) in a review! Anyway, what did you think? Will Duke and Hawk and the other Joes blow a gasket when they find out about Mainframe and Zarana! What will happen between Serpentor and Scarlett now that he's just brutally attacked Flint right in front of her? Stay tuned to find out and Please review!


	18. A Secret Ally and a Potentially New Enem

**The Return of Serpentor**

**Disclaimer:** Same as before

**A/N:** Wow, three reviews! Thank you and please keep them coming! Now onto chapter 18. Beware, there's a surprise at the end!

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**Chapter 18:** A Secret Ally and a Potentially New Enemy

"What the hell did you do to him?" Scarlett demanded, looking at Serpentor in shock.

He turned away from the unconscious Flint and looked at her, taking in the disbelief in her face. He took several deep breaths, trying to calm down. "He's not dead, just unconscious," he explained.

"And that's supposed to make it all right?" She cried, backing away from him.

"No," Serpentor replied immediately. "But I just got so mad over him constantly interrupting us, and…" He let his voice trail off. He knew his explanation sounded pathetic, but it was the truth. And he could tell by her expression that she thought so too.

"So do you do that to everyone who interrupts you? Bash them over the head like that, I mean?" She asked sarcastically.

"Of course not," he replied, shaking his head. "I just lost my temper," he explained.

"Which is something you do all the time," she told him. "So what's to stop you from losing it with me and beating me around like you did Flint?"

"I would never do that to you," he insisted. "I'm in love with you. I know I need to learn to control my temper and I will. But please, I need you with me." There was a hint of pleading in his voice as he began to walk over to her.

"Serpentor, how can I be with you if I can't even trust you," she countered.

"You can trust me, Scarlett, I promise," he replied.

"And I'm just supposed to take your word for it?" She asked, a little stunned.

"No," he told her, reaching out and taking her hands in his. He looked directly into her eyes. "Give me a chance to prove it." His heart was pounding. He couldn't lose her. He just couldn't. He had never felt so much love or happiness and the thought of losing it terrified him.

Scarlett's mind was in turmoil. One part wanted to believe him. He had been nothing but kind, gentle and loving to her since he had returned and he really seemed to be in love with her. But another part warned to let him have it and tell him to get screwed because he was just too dangerous and evil to love or even care about someone besides himself and if she stayed with him, she would only get hurt. "I don't know if I can take the chance, Serpentor," she replied. "I mean, part of me wants to, but another part is afraid to."

He gazed into her eyes. "You'll never have to be afraid of me, Scarlett," he said softly but firmly. He then had an idea. He stepped out of the cell and activated the intercom on the wall. "Cobra Commander, this is Serpentor, please respond."

"This is Cobra Commander," the immediate reply came. "What do you need, Serpentor?"  
"Do you know where Major Bludd is?" he asked. "I need to speak with him."

"He's right here with the others, still celebrating," Cobra Commander told him.

"Well, get him, please," Serpentor said.

"Right away, sire."

There was a brief pause and then he heard Bludd's voice. "Major Bludd here, Serpentor. What do you need?"

"I need you to join me down here in the dungeon at the Joes' cell," he replied. "Is Stormshadow still there in the room?"

"He is, sire."

"Good; I want you to bring him with you and get down here now," Serpentor told him.

"We'll be there in a jiffy, Serpentor," Major Bludd replied.

"I'll be waiting for you," Serpentor said and switched off the intercom.

---------------------------------------------

Mainframe wrapped his arms around Zarana and deepened the kiss. But before it got too deep, footsteps sounded from not far away. They pulled back and glanced around. The footsteps were coming closer.

"Dang it!" Zarana exclaimed softly.

Mainframe nodded. "I know what you mean. But that'll be a bunch of Joes. You'd better leave before they get here," he told her.

Zarana agreed. She didn't want the other Joes to catch them together like this and she knew Mainframe didn't either. She turned to go, but hesitated. "Just one more thing," she said. "Serpentor is holding the real Flint and Scarlett at our base just off the coast of Chile." She went on to tell him the exact location."

"Thank you, Zarana, for telling me that," Mainframe replied. "But you'd better hurry and go. They'll be here any second."

Zarana caught the reluctance in his voice and her heart started to ache. She didn't want to leave either, but it was the best course of action right now. "Don't worry, Mainframe, we'll see each other real soon," she assured him. "I promise." With that, she took of.

She had just vanished from sight when the group of Joes whose footsteps that he and Zarana had heard appeared from the opposite direction. Led by Duke and Beach Head, they hurried up to him. "Did you catch her?" Beach Head wanted to know.

"Did you get any info out of her?" Duke asked.

Mainframe nodded. "I did catch her," he replied. "But when I confronted her, she just told me that I was in no position to make demands while Serpentor is still holding the real Flint and Scarlett captive in their base off the coast of Chile."

"How in the world did you get her to tell you that?" Hawk asked him.

He shrugged. "It was easy. I just played to her ego and boastfulness," he answered.

"She does have a lot of both of those," Beach Head said thoughtfully.

"That does help us," Duke said. "Now we have an area to start searching."

Hawk sighed. "It still could take us a long time, Duke. An exact location would have helped us more," he pointed out.

Mainframe gave it to him. Duke, Beach Head, and Hawk all gasped.

"She gave you the exact location?" Duke asked incredulously.

Beach Head was skeptical. "How can you be sure it's right?" He asked. "She could be leading us on a wild goose chase."

Mainframe grinned. "I don't think so, Beach Head," he replied. "Ego and boastfulness are easily exploited."

Duke shook his head. "If it is the right location, her brothers and Cobra will be mighty pissed at her when they find out how we found them!" He exclaimed.

"Good work, Mainframe," Hawk told him."

"But Zartan got away," He told him.

Hawk nodded. "I know. And believe me; he'll get his real soon," he replied. "But you got the location of the Cobra base we need. And as soon as we transfer all of our working vehicles and aircraft to the U.S.S. Flagg, we'll head straight there and get our teammates back!"

"We're going to the Flagg?" Beach Head asked him.

"Yes," Hawk told him. "I contacted Admiral Ledger and explained our situation. He agreed to let us set up temporary headquarters there until ours is rebuilt. A small squad of Joes will stay behind to guide and work with the construction teams while the rest of us head over there pronto."

"So what are we waiting for?" Beach Head asked. "Let's get over there so we can rescue our people and give Cobra a taste of their own venom!"

"Beach Head is right," Duke said. "Let's go!"

"Yo, Joe!" Everyone cried and ran to get all their working vehicles and aircraft so they could head to the Flagg ASAP.

------------------------------------------

Scarlett was confused. "What's going on?" she asked. "What do you need Stormshadow and Major Bludd for?"

Serpentor smiled at her. "You'll see in a minute. But I promise that you'll like it," he answered. "I do need you to stay in the cell until they leave." She gasped in surprise and wondered what that meant. _Was he going to release her, and or Flint_? "And I have to shut and lock the door. But don't worry; it'll only take a few minutes."

Scarlett had no idea what was going on, but the reassuring look on Serpentor's face reassured her. She did as he asked.

Less than a minute later, Major Bludd appeared. Stormshadow was by his side. They came up to Serpentor who was standing right outside the cell. Major Bludd saluted as Stormshadow bowed. "Here we are," Major Bludd said.

Stormshadow looked in the cell and saw the unconscious Flint on the floor. He looked to Scarlett and saw her standing there unharmed. "What happened, Serpentor?" He asked. "Was there a fight?"

"Just a minor one, Stormshadow," Serpentor replied. "I need the two of you to take Flint to the mainland and drop him off somewhere in the mountains of Chile, but it has to be within five miles of a major city. Blindfold him and bind his hands and feet before you take off and leave him that way until you drop him off. If he wakes up, stun him immediately, but do not hurt him." He emphasized that last part. Scarlett gasped in surprise as he opened the cell. "Do it now."

Major Bludd and Stormshadow both gasped in surprise as well. "You're letting him go?" Major Bludd asked in disbelief.

"Why?" Stormshadow wanted to know.

"Because he serves no purpose here," Serpentor replied. He pointed to Flint. "Now get to it!"

"Yes, sir!" With that, they walked over to Flint and grabbed him by the arms and dragged him out of the cell. Then Stormshadow picked him up and, holding him in a firemen's carry, started back down the hall with Major Bludd at his side. They were muttering to each other, no doubt trying to figure out why Serpentor was releasing him, as they rounded the corner and disappeared from sight.

When they were gone, Scarlett looked at him in surprise. "You're really letting him go, just like that?" She asked, wonder in her voice.

He nodded, gazing at her with eyes full of love. "Yes, I am. I told you that you could trust me, Scarlett, and I meant it," he told her. His voice was firm, but also soft and gentle.

Scarlett felt her defenses crumbling. Then without even realizing it, she went up to him and threw her arms around him, hugging him tight. A moment later, she realized that he was trembling slightly. She pulled back a little and looked at him. "Are you okay?" She asked, concern in her voice.

He nodded. "Yes," he replied. "It's just that for a bit there, I'd thought I'd lost you. And the thought of losing you…" his voice trailed off.

Scarlett looked directly into his eyes and couldn't deny her feelings any longer. "You're never going to lose me, Serpentor," she reassured him. "I'm in for the long haul."

His face lit up. "You really mean that?" He asked, almost afraid to hope.

She nodded. "Yes," she replied firmly. "I've fallen in love with you."

Serpentor almost wept from happiness when he heard those words. Not able to hold himself back, he crushed her to him and kissed her hungrily.

She responded in kind and he one thought before she lost herself completely in him and the passion was, _I'm sorry, Duke_.

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A/N: So what do you think? Will Scarlett fight alongside Serpentor? Will Zarana continue to give valuable info to the Joes or will she be caught? What will happen to Flint? Will he find his way back to base? Stay tuned to find out and please review!


	19. Chapter 19: Cobra's Newest Member

**The Return of Serpentor**

Disclaimer: Same as before.

A/N: Here's chapter 19. I hope you enjoy and please review. And please, no flames! Some of you might be angry when you read this chapter.

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Chapter 19: Cobra's newest member

"Are you ready, Scarlett?" Serpentor asked her sometime later. The two of them were in the sitting room in his quarters.

She looked down at herself and took a deep breath. "Yes, I believe so," she replied. She couldn't believe that she was actually going to do what she was about to do. She hoped that she could stay strong and not let personal feelings and issues get in the way. She glanced at Serpentor who was sitting across from her. The reassuring smile he gave her calmed he nerves a lot.

She rose, and across from her, Serpentor did the same. He took her hand and squeezed it. "For the first time in my life, I feel complete," he murmured.

She gazed into his deep brown eyes. "So do I," she murmured. Sure, she had been happy with Duke, but she and Serpentor just seemed to connect on so many levels. It was like they completed each other; and that was something she'd never felt with Duke. Even so, she could hardly believe what she was about to do. "Let's do this."

"I love you," Serpentor said. She replied in kind as he leaned in, and the two shared a gentle kiss. Then together, they left the room hand-in-hand and headed straight for the Throne room. When they reached the door Serpentor turned to her. "Wait here for just a minute while I get their attention."

She nodded. "Okay, but please hurry," she replied.

"I will." He kissed her again and then opened the door and went inside.

He immediately noticed that the celebrations had died way down. People were still milling around, but they were just talking in small groups. Most of the food was gone as well and Cobra Commander was lounging on the throne. And although the room was messy, it wasn't as bad as it could have been.

"Hey, it's Serpentor!" Torch cried out suddenly as he noticed him.

"He's back!" Buzzer added.

"You sure missed some good celebrating, and some good food!" Ripper announced, and then, as if to prove his point, he belched loudly. The other Dreadnoks laughed at that while The Baroness just rolled her eyes in disgust and muttered something about unsavory pigs under her breath.

Serpentor just ignored it. "Attention, everyone!" He exclaimed.

Heads whirled to look at him as Cobra Commander spoke. "Well, look who's back," he said.

"His 'shortly' sure turned into a long time!" Tomax added. Xamot giggled.

There were a few gasps at his words and several people braced for the angry outburst Serpentor was sure to let loose with for that remark.

But to everyone's surprise, it didn't come. Serpentor just smiled. "Indeed, it did," he replied pleasantly. "But it was worth it in the best way." He paused for effect and looked around at each of them in turn. "Because we now have a very powerful new member!" He announced happily. He couldn't help the proud grin that lit up his face as he said this.

"Who is it?" Dr. Mindbender asked eagerly.

"Whoever it is certainly has made Serpentor very happy," Destro observed his girlfriend.

"Look at him," was the Baroness's reply. "How could a new recruit possibly make him so happy?"

Destro looked. The Cobra Emperor's face was practically glowing and his eyes were shining with excitement. "I don't know," he answered. "This doesn't make any sense."

The Baroness nodded as Serpentor beckoned to someone just outside the open door. "See for yourself!" He answered Mindbender.

The new member entered, and there was a collective gasp from everyone in the room except for Serpentor when they saw who it was.

"What the fuck?" Cobra Commander asked in shock, staring at Scarlett as she walked up to Serpentor.

"Is this a sick joke or something?" Destro wanted to know.

"She's a Joe!" Major Bludd exclaimed.

"In a Cobra uniform," Xamot added. He was right. She wore a Cobra uniform similar to the one the Baroness wore except that is was dark blue instead of black and the neck was lower. Red Cobra insignias were emblazoned on both upper sleeves and the chest. Complementing it was a black equipment belt around her waist and black army-style boots on her feet. Her long red hair was pulled back in its usual ponytail at the nape of her neck.

"This is no joke," Serpentor said, beaming. "Scarlett is our newest member."

"That's impossible! She's a G.I. Joe!" Dr. Mindbender exclaimed.

Serpentor shook his head. "Not anymore, she's not," he proclaimed.

"Scarlett, is this true?" Cobra Commander wanted to know.

She glanced at Serpentor and nodded. "Yes."

"And you're okay with just turning on the Joes and attacking them and trying to destroy them?" Cobra Commander went on.

"I am," she replied firmly.

"Even Duke?" Destro spoke up disbelievingly.

She smiled at Serpentor. "Yes," she told him. "I'm with Cobra now, and that means that they're my enemies now."

"But why the sudden change of heart?" Tomax asked her.

"Did they do something to you?" Zandar wanted to know.

"Everyone, please!" Serpentor broke in, holding up a hand. "Just calm down. I assure you that this is for real. By her own choice, Scarlett is now a Cobra."

"But why?" Destro asked. "She was one of the most devoted Joes."

"Not anymore," Scarlett told him. She smiled at Serpentor again.

He smiled back at her. He couldn't hold it in any longer. "Didn't I tell you all she would join us and fight by my side!" He exclaimed smugly.

Mouths dropped upon in astonishment as his words. I don't believe it! He was actually right about that!" The Baroness exclaimed.

"Yes, I was," he told her triumphantly. "And you all said I was crazy! I bet you don't think that now!"

They all shook their heads. "But how did you accomplish it?" Xamot asked him.

"By manipulation, of course," Cobra Commander answered before Serpentor could speak.

"Wrong!" Serpentor exclaimed, giving the commander a nasty look. "She chose this of her own free will."

"He's right," Scarlett added. "There was no coercion, intimidation, or threats whatsoever in this. I joined of my own free will."

"And now we will crush G.I. Joe and take over the world!" Serpentor exclaimed jubilantly. "With Scarlett on our side, we can do anything!" He felt like he could burst from happiness as he slipped his arm around her and pulled her close.

"Serpentor's got his arm around her, and she's not pulling away!" Torch exclaimed in wonder.

"Thank you, captain obvious," the Baroness retorted dryly. "Like we can't all see that."

"Well, you don't have to be so sarcastic, Baroness!" Torch exclaimed.

Serpentor was to happy to care about such petty bickering. Ignoring it, he gazed tenderly at Scarlett, brown eyes shining.

"You look like you're about to burst from happiness," she murmured, gazing deeply into his eyes.

He nodded. "You're right. "This is by far the best day of my life," He replied softly.

"It's funny," Scarlett told him. "If anyone would have told me even a week ago that I would be here and in love with you and a member of Cobra, I would have said that they were completely insane. But now, there's no place that I'd rather be." She reached up and stroked his cheek.

At this point, it was all he could do to not just start kissing her passionately. "As much as I would like to stay right here and just hold you in my arms, we do have an attack to launch," he told her, his voice and eyes heavy with regret.

"Don't worry, we'll have plenty of time for that once it's over and we return," she assured him.

He nodded. "I know. It's just that all I want to do is hold you close," he replied in a voice choked with emotion. Leaving was the last thing he wanted to do right now.

"Same here," She told him. "So let's get this attack underway. The sooner we start, the sooner we'll be done."

"You're right," he replied, and then looked at everyone in the room. "All right, is everything ready for 'Operation, Flatten New York'?"

"It is," replied Cobra Commander. "But wait, are you and Scarlett romantically involved?"

"Yes we are," Serpentor told him with a nod. "Does anyone have a problem with that?"

Heads shook and 'nos' and 'of course nots' filled the room.

"Good, then let the attack commence!" Serpentor exclaimed. "Cobra Commander, contact Major Bludd and Stormshadow. Tell them to rendezvous with us on the way to New York as soon as they drop off Flint." He got an acknowledgement and turned and headed for the door, Scarlett at his side.

"Is Scarlett coming with us?" Dr. Mindbender asked as he followed them.

"Of course," Serpentor replied. "She's a Cobra now!"

"We're just a little worried that she might pull something on us," Destro said as he followed Mindbender.

"I can assure you that you don't have to worry about that in the slightest!" Scarlett called back.

Destro said nothing as they all headed to the hanger and their vehicles. Minutes later, they were on their way.

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A/N: So what did you think? Please, no flames. What are the Joes going to do when they see that Scarlett has joined Cobra? Will Scarlett be able to attack and try to destroy the Joes, and Duke? Stay tuned to find out and please review!


	20. Chapter 20: From Bad to Worse

**The Return of Serpentor**

**Disclaimer: **Same as always.

**A/N:** Just to let you know, this chapter contains some heavy angst at the end. Anyway, I hope you enjoy and please review!

* * *

Chapter 20: From Bad to Worse

"Okay, listen up people!" Hawk said loudly. He, along with the other Joes, were on the bridge of the _U.S.S. Flagg_. Everything and everyone was finally transferred from headquarters. "Admiral Ledger was kind enough to let us set up temporary headquarters here. But we're only going to be here until our base is rebuilt. In the meantime, we have to be on full alert. Cobra's not just going to sit still while they have us on the run. I want everyone to be on full alert every minute of every day and night. They could attack anywhere at any time of the day and or night." He paused a moment to let that sink in and then continued. "That means we have to be ready to move out at a moment's notice!"

Enthusiastic responses rang out. "Yes, sir!"

"You got it, General!"

"Yo, Joe!"

"Understood, sir!"

Hawk acknowledged them with a nod, and then happened to notice Duke's face. "Duke, what's wrong? Are you okay?" He asked the first sergeant, concerned.

Duke shook his head. "It's just that…" he began in a trembling voice, then trailed off, unsure of how to continue.

Hawk pulled him aside to an empty corner so they could have some privacy. "Now, it's just us two. Tell me what's got you so upset," he said gently.

Duke hesitated a moment then burst out, "I just can't get what Serpentor said about Scarlett out of my head! What's if he's actually done something to her?" His voice was shook with anguish.

Hawk put his arm around Duke. "Hey, we both know that we can take what that maniac says seriously. You know he loves to run his mouth to get us all riled up," he tried to reassure him.

Duke nodded. "I know, but what he's right?" He cried.

Hawk set his mouth in a thin line. "If he was right, we'll make him pay," he stated firmly. "He will _not_ get away with it."

Duke looked him straight in the eye. "I will kill him with my bare hands," he said, eyes blazing with fury. "If he has so much as laid a finger on her." His words were laced with determination.

Hawk nodded. "Just make sure you don't let personal vengeance get in the way of doing you job," he told him. "In fact, you might want to take a few minutes and go somewhere and calm down. You risk not only your own life, but every other Joe's that's with you in battle if you go into it like this."

"You're right, General," Duke replied. "It's just the thought of him doing something to her makes me so mad upset."

Hawk nodded again. "That what he wants. Don't give it to him," he said. "Now, I need to get back to the others. But hang in there. We'll get her back, and Flint too." With that, he turned and started to walk back to where the other Joes and the admiral were standing. But before he had gone three steps, the alarms went off. "What's going on?" He asked loudly."

"We've detected a Night Raven in the mountains of Chile," The officer at the sensor station replied. "I'm punching it up now." He pressed a series of buttons on his keyboard and all the monitors on the bridge showed the Night Raven flying at treetop level over the mountains. It continued this for several long moments until it came to a small clearing. It landed in the middle of it. A door opened and a figure was dumped out. Then the door closed again and it took off and quickly flew away.

"Who is that?" Hawk asked.

"Is he or she alive? Roadblock wanted to know.

The officer magnified the image.

"It's Flint!" Lady Jaye exclaimed with a gasp. "We've got to go get him!"

"But how do we know it's not a trap," Dusty said.

"We don't have a choice," Hawk told him. "Beach Head, assemble half a squad of Skystrikers and get down there and pick him up pronto!"

"Yes, sir!" Beach Head replied. "Lady Jaye, Roadblock, Airborne, Wild Bill, and Alpine, you're with me! Let's go!"

"Yo, Joe!" They replied.

"Wait a minute. Why not Ace?" Mainframe wanted to know.

"Because we need him here to lead our air forces if there's a Cobra attack," Beach Head replied.

Ace nodded. "He's right," he added. "Those six can handle picking up Flint. Just be on your guard for traps."

The six of them started to head out nut were halted in their tracks when the alarms sounded again. "Now what?" Beach Head wanted to know.

There was a gasp from the sensor officer. "Cobra's just launched an all out assault on New York City!" he exclaimed.

"What?! This came from Duke, who had just rejoined them after calming down. "Are they insane?"

"They've always been insane, Duke," Ace told him.

"Yeah, but this more than their usual level of insanity," he replied. "They're going to have the army, navy, marines, air force, and who knows who else after them."

Hawk shook his head. "Not necessarily, Duke. A battle like that would result in millions of deaths and injuries, not to mention mass devastation. The president won't take that chance. He'll either want to try bargaining with them or luring them away from the city into an open area, like the Appalachians or something and then do battle.

"That means that we'd be risking the same if we fight them," Mainframe pointed out.

"So then we'll be the ones to lure them away," Shipwreck spoke up.

"Excuse me, but while you're discussing this, Cobra is attacking New York," Admiral Ledger broke in.

"He's right," Hawk said. He looked at Beach Head, who was still standing by the door with the Joes he'd selected to accompany him to Chile. "Beach Head, you guys go on and get Flint! The rest of us will stop Cobra's attack on New York!"

Beach Head nodded. "Let's go team! Yo Joe!" He shouted. With that, they left.

Hawk turned to the rest of the Joes. "Come on people! We have to stop those snakes before they destroy New York! Yo, Joe!" He shouted.

"Yo ,Joe!" The enthusiastic reply resounded as they all headed for their vehicles and planes.

"Good luck, Joes," Admiral Ledger murmured after them. "Because Lord knows you're going to need it."

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"Whoo hoo!" Torch cheered as he and his fellow Dreadnoks destroyed a parked bus. They had been laying waste to the streets and everything in them.

"That was a good one, Torch!" Buzzer exclaimed. "Watch this!" Brandishing his chainsaw, he ran to a parked van and sawed it in half, lengthwise. When he was done, the top half crashed onto the bottom half. "This is fun!"

"It's my turn now!" Ripper cried, holding up his bayonet. He moved toward the car in front of the now-cut-in-half van.

"Stop it, you fools!" Serpentor yelled suddenly before he could touch the car, appearing above them on his Air Chariot. "You're supposed to be destroying the city. Now stop wasting time attacking empty vehicles and start destroying buildings, now!"

"Yes, sir, your lordship," Torch stammered.

"You got it, sir!" Ripper exclaimed.

"Uh, right away, sir!" Buzzer said. With that, they hurried off.

"Stupid, brainless fools!" Serpentor muttered once they were gone, shaking his head in disgust. He returned to blasting buildings with the grenade launcher he had brought.

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"Slow down, guys. There he is!" Lady Jaye exclaimed as the six Skystrikers reached the coordinates in Chile where he had been dumped out of the Night Raven.

Beach Head looked down. Sure enough, there was Flint. He looked bedraggled, dirty, exhausted, and in pain as he stumbled along on the path that he was on. "Come on, let's set down!" he urged.

As Lady Jaye began her descent, Flint looked up and waved tiredly at the Skystrikers and said something she couldn't hear. A minute later, she was down. Leaving the engines on standby, she popped the canopy and vaulted to the ground. She was barely aware of the others landing as she rushed to Flint.

"Lady Jaye!" Flint exclaimed in relief as she got close. As soon as she reached him, she burst into tears and launched herself into his arms, holding him tight.

"Oh, Flint, is it really you?" She asked through her tears, looking into his tired brown eyes.

Flint nodded. "It's really me," he replied. They kissed deeply and passionately. "Don't ask me how I got here, though, because I have no idea," he said when they parted. "One moment I was in the cell fighting Serpentor, then he hit me over the head with his snake javelin and everything went dark. And then I woke up back there." He pointed to where he had been dumped off.

"You were fighting Serpentor?" Beach Head asked, stunned.

"Are you okay?" Roadblock wanted to know.

"Where's Scarlett?" Alpine Asked him.

"Well, aside from a splitting headache, numerous bumps and bruises, being exhausted and hungry, yeah, I'm okay," he answered. Suddenly he became very grim. "But as for Scarlett, the news is bad."

"Oh, no!" Lady Jaye shrieked, going pale. "Please don't tell me she's hurt!"

"Or worse," Airborne whispered, afraid to hear the answer.

"Okay, I won't tell you she's hurt, because she isn't," Flint replied. "And she's not dead either." Lady Jaye let out a relieved breath and looked at him to continue. "But what happened is actually worse."

"How can it be worse?" Wild Bill wanted to know. "I mean, if she's not hurt or dead, then what…"

"Somehow, Serpentor has gotten her to fall in love with him!" Flint exclaimed in a rush. The others gasped in horror as he continued. "There was no way in hell that I would have believed it myself if I hadn't seen it with my own eyes." Just thinking about it made him tremble.

"I don't believe it!" Lady Jaye cried, turning white.

"No way!" Wild Bill exclaimed in disbelief.

"It can't be!" Roadblock cried in shock.

"That's impossible!" Airborne stated

"What exactly happened?" Alpine wanted to know.

"Tell us everything!" Beach Head urged.

Flint held up his hands to silence all their exclamations and questions. "Guys, let me start at the beginning," he said. "And then you guys can tell me everything that's been happening since I've been captured."

"That sounds good, but it'll have to be in the air," Beach Head told him. "Cobra's attacking New York City, and we have to get there and help the rest of our people stop them!" He ran toward his Skystriker. The others were right behind him.

"Flint, you can ride with me," Lady Jaye told him as they reached the planes. Moments later, they were in the air and Flint had begun telling them everything he'd seen and heard about Scarlett and Serpentor while they were prisoners.

--------------------------------------------------

Meanwhile, In New York, the Joes had arrived and were now fighting the Cobras. The Joes had managed to lure a bunch of Cobras over the water off the coast, but not all. Over the mainland, Duke and Serpentor were going head-to-head; Serpentor in his Air Chariot and Duke in a Dragonfly.

"Give it up, Duke!" Serpentor hissed, firing his lasers. "You're outnumbered and outgunned. You can't win!"

"Never, Fang Breath!" Duke snapped angrily as he evaded Serpentor's fire and returned his own. "You're going down for good!"

Serpentor smirked and fires at him again. "We'll just see about that!" He retorted, and then grinned wickedly. "And just so you know, Scarlett'll be mighty pissed if I get hurt."

"Where is she? What have you done with her?" Duke screamed, firing his lasers repeatedly at the Cobra Emperor.

"I have done nothing with her, Duke," He replied, evading the laserfire. "But I'll let you see her if you want." He grinned wickedly.

Duke fired a missile at him. "Whatever the hell you're up to, you jackass, you won't get away with it!" He screamed. "So just let her go and I might spare your miserable life!"

Serpentor banked and blew the missile out of the sky before it could reach him. "She doesn't want to go back to you and I'll prove it!" He shot back. "Tomax and Xamot, it's time," he said into his radio. "Send out our new recruit!"

"With please, Serpentor," Xamot replied. A moment later they appeared in Trouble Bubbles escorting a Fang. They all stopped and hovered in place over Serpentor's Air Chariot.

Duke watched in horror as a female figure jumped out and landed next to Serpentor. HE recognized her immediately. It was a tight squeeze for two on the Chariot, but they both fit. "Is this is some kind of sick joke?" He asked, filled with dread as he gazed at Scarlett standing next to Serpentor in a Cobra uniform similar to the one the Baroness wore.

"It's no joke," Serpentor told him proudly, putting his arm around her. To his horror she leaned into him instead of pulling away. "Duke, say hello to our newest member."

Duke just stared at her unable to speak as shock, horror, disbelief, and a throbbing ache in his heart filled him. His worst fears had come true. Serpentor had been telling the truth back at the base. "Scarlett, why?" He was finally able to get out as tears streamed down his face.

* * *

**A/N:** So what do you think? What's Duke going to do? Will he be able to get Scarlett back? Will Cobra be stopped in time? Stay tuned to find out and please click that button and leave me a review! They make my day!


	21. Chapter 21: The Battle for New York

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** Here's chapter 21. This story is getting close to the end. Only a few more chapters left. Anyway, I hope you enjoy and please review!

* * *

**Chapter 21: The Battle for New York**

Scarlett was having a hard time looking Duke in the eyes. She knew that his heart was breaking and he didn't deserve that, but she also knew that she couldn't help the way she felt, either. Finally, she was able to meet his eyes. "I'm so sorry, Duke," she said softly. "You really don't deserve this."

"Then leave that freak and come back to us," Duke interrupted her.

Scarlett shook her head. "I didn't plan any of this, but I can't help the way I feel," she replied. "I'm sorry."

"Did he do something to you? Is he blackmailing you?" Duke asked. "I mean, why else…"

"No, it's nothing like that," Scarlett cut him off. "When I was a prisoner I realized that there's a lot more to him than any of us realized or knew."

Duke scoffed. "He's a pure evil, power hungry, megalomaniac!" He retorted. "That's all any of us need to know."

"Duke, he freed Flint," She told him. "He had Major Bludd and Stormshadow drop him off in Chile."

"So you turned your back on not only me and the Joes, but your country just because he freed Flint?!" Duke asked incredulously.

Scarlett hesitated a moment before replying. "There's a lot more to it, Duke," she told him firmly.

"Well, then please enlighten me, Scarlett, because I sure as hell don't get why you're doing this!" Duke snapped angrily.

"I'm in love with him," Scarlett replied. Duke gasped at hearing her say that out loud, for her words cut through his heart like a knife.

"All right, that's enough!" Serpentor broke in at the same time. "There's no time for idle chitchat."

"What, are you afraid Scarlett will come to her senses and throw you away like the garbage you are?" Duke sneered.

Serpentor snickered. "I don't have anything to fear, you worthless piece of shit!" He shot back.

"Ooh, that's a good one!" Duke scoffed. "Coming from an evil megalomaniac dictator like you!"

"Why you good-for-nothing jealous jackass!" Serpentor snapped, eyes blazing with fury. "Why don't you just…"

"Serpentor," Scarlett cut him off, putting a hand on his shoulder. "Calm down."

He looked at her. "What?" he asked, sounding a little surprises and irritated.

"He's just trying to get you riled up and it's working," she told him. "So don't let him. Just stay calm; it will drive him crazy."

"You're probably right," Serpentor replied. "But in any event, it's immaterial. We don't have time for this right now."

Scarlett nodded. "Then let's just go and get back to the attack," she said.

"Right." He replied. He pushed a button on the control panel and the Air Chariot began to turn.

"You're going down, you…" Duke began but cut himself off as the Air Chariot abruptly flew off, carrying Serpentor and Scarlett. "Come back, you coward!" He yelled angrily. He banked his Dragonfly and started after him, but before he had gone even twenty feet, he found himself blocked by Airtight in another Dragonfly.

"Duke, forget him, we have to stop these snakes from destroying the city!" He shouted over the radio.

Duke couldn't believe what he'd just heard. "Are you kidding, Airtight? Did you see who was on there with him?! He asked the Joe cowboy incredulously.

"Yeah, and you'd better believe that we'll get her back and make that ugly varmint pay, but we have to save New York first!" Airtight replied firmly.

Duke shook his head in frustration. Airtight was right, but he still wanted to go straight after Serpentor and kick his ass all the way to kingdom come. Pounding the control panel, he spoke. "You're right, Airtight. Let's go!" With that, he headed right for a group of six Fangs, firing repeatedly. The sooner, they saved New York, the sooner he could go after Serpentor!

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Over the Brooklyn Bridge, the battle was raging. Ace was leading eight Skystrikers against six Rattlers and two Night Ravens. The air was thick with smoke and crisscrossing laser blasts. Every now and then, missiles would mix in as they were fired.

"Dammit!" Ace swore as the Rattler he had just fired at evaded his missile. "You're only prolonging the inevitable, Cobra scum!"

"You're delusional if you think you can stop us!" Wild Weasel's voice came back as they flew around each other, firing lasers and trying to get missile locks on each other.

"Oh, yeah? You're the one who's delusional, creep!" Ace retorted. "If you think the world is just going to stand by and let you destroy New York!"

"It doesn't matter. There's nothing they can do to stop us!" Wild Weasel shot back.

"You sure are one hell of an overconfident bastard, aren't you," Ace bit back. "It's time to reshuffle and stack this deck!" With that, he got a lock on Wild Weasel's trajectory and fired a missile directly ahead of him in his path.

He heard the Cobra lieutenant growl over the radio as he tried to evade. He wasn't fast enough, however, and the missile slammed into the left side of his engines and exploded, taking the Rattler with it. Wild Weasel escaped though; ejecting in the split second before the explosion.

Ace watched him float down to the Hudson on his parachute and smirked. It served his ass right for bragging so much!

"Good shot, Ace!" Gung-Ho exclaimed over the radio, as he evaded fire from a Night Raven.

"Thanks, Gung-Ho," Ace replied. "But we still have a long way to go."

"Unfortunately, you're right," Gung-Ho said. With that, they continued to do battle with the Cobras over the Brooklyn Bridge.

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"Damn, this is bad," Beach Head said as his group of Skystrikers reached the outskirts of New York City.

"That's an understatement, Beach Head," Lady Jaye told him.

"Just get me to an A.W.E. Striker or Mauler," Flint spoke up. "So I can start paying those bitches back!"

"No, Flint," Lady Jaye told him. "You're injured, and in no condition to fight."

"We need every Joe we've got, and I can still fight, Lady Jaye," Flint told her. "We don't have a choice."

She knew he was right. There was no choice. Still, she couldn't help but be scared at the thought of him fighting in his condition. They had just gotten him back and she didn't want to lose him ever again. "Just promise me you'll be careful," she said, in a voice choked with emotion.

"I promise, Lady Jaye," Flint replied, just as emotional.

Lady Jaye nodded. "Then what are we waiting for?" She asked. All of them headed into the city to join their teammates in stopping Cobra, stopping only so Flint could jump out and join Sci-Fi in a Mauler.

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The battle was fierce. It took a long while, but finally Hawk and the others were able to lure Cobra out over the bay. There, the battle continued. In the air, Skystrikers and Dragonflies continued to dogfight with Rattlers, Night Ravens, and Fangs; while in the water Morays, Hydrofoils, SHARCS, Hovercraft, and other watercraft engaged each other.

For the longest time, neither side was able to gain advantage over the other. Then, without warning, two Rattlers and a Night Raven were simultaneously blown out of the sky. "What in tarnation?!" Wild Bill exclaimed in surprise.

"Who did that?" Ace wanted to know.

"It looks like reinforcements have arrived," Hawk said.

"But on whose side?" Beach Head asked.

"Well, judging from their actions so far, I would say ours," Hawk replied.

"They sure are!" Wild Bill exclaimed. "Just take a look at what's over yonder there in the water!"

They all looked. "It's the Flagg!" Roadblock exclaimed.

"And they've launched planes and watercraft!" Hawk added.

"Yee haw! We've got ourselves a second front!" Wild Bill cried jubilantly.

"General Hawk, come in. This is Admiral Ledger," said a voice over Hawk's radio then.

"This is General Hawk, Admiral," Hawk replied. "And I think I speak for all the Joes when I say that, boy, we're sure glad to see you!"

"Likewise, Hawk," Ledger replied. "We got here as soon as we could."

Hawk laughed out loud. "Well then, what are we waiting for? Let's stomp some snakes!" He exclaimed.

"Yo, Joe!" The cry came form everyone in unison as they attacked the Cobras with renewed vigor.

Not long after that, the battle was over.

* * *

**A/N:** I apologize for the shortness of this chapter. Besides wanting to get an update out, this was the only good stopping point for awhile. Anyway, what did you think? Who won the battle for New York? What's going to happen to Scarlett? Will the Joes get any more info via Zarana? Will the Joes ever develop a counter for the Flashblasters? Stay tuned to find out and please review!

**A/N 2:** Should I do a sequel? Please let me know in your review!


	22. Chapter 22: A Traitor in Cobra

**The Return of Serpentor**

**Disclaimer: **Same as last chapter.

**A/N: **This story is almost finished! Only a couple more chapters to go! Anyway, I hope you like this one and please review!

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**Chapter 22: A Traitor in Cobra**

"Man, what a battle!" Mainframe exclaimed, collapsing into a chair in the common room on the Flagg after the Joes returned from the battle.

"Yeah, that was close," Sci-Fi agreed, sitting down next to him. "For awhile there, I thought we were finished."

"But we weren't. We kicked those snakes' asses!" Shipwreck shouted.

"Yeah, that's right, man!" Footloose exclaimed, giving him a high-five. "We showed them!"

"Calm down, men!" Hawk interrupted sternly. "We won a battle today, but this is far from over. And that means that we still have a lot of work to do."

"General Hawk's right," Flint put in from where he sat next to Lady Jaye. The two were holding hands. "We have to be on full alert."

"We have to be more than just on alert, Flint," Hawk told him. "We need to hit their base now, before they have a chance to recover!"

"And get Scarlett back," Gung-Ho added.

"Man, I still can't believe she joined those creeps!" Roadblock exclaimed.

"I don't see how in the hell she could fall for Serpentor!" Ace added.

"I still don't believe she did," Breaker put in as Mainframe got up and left the room. "There's got to be some kind of coercion or manipulation involved. Serpentor is nothing but an egotistical, power-hungry, unfeeling bastard!"

"Breaker's right," Lady Jaye said. "This makes no sense. Scarlett is one of the most devoted Joes there is."

"Not anymore, Lady Jaye," Footloose told her.

"No! I don't believe that! I won't believe that!" Duke cried suddenly, jumping to his feet. Everyone turned to look at him. He looked awful. His face was pale with dried tearstains on his cheeks and his eyes were red and puffy.

Lady Jaye's heart ached for him. He was obviously hurting very much. "We will get her back, Duke," She assured him. Duke gave her a wobbly smile.

"Lady Jaye's right," Hawk said firmly. "We will get her back. But in the meantime we have to…"

"No! There is no meantime!" Duke cut him off. "We go to the snakes' base and get her now, before they can do anything else to her!"

Beach Head stood up. "I'm with Duke," he announced.

"So am I," Ace added.

Lady Jaye stood up. "Well, what are we waiting for? Let's go!' She started to move to the door.

"Hold on, men!" Hawk said loudly. "We can't just go rushing in with out a plan."

"We've got a plan, Hawk," Duke told him. "We go in, get Scarlett, kill Serpentor, destroy the base, and get back out and return here!"

"But we have to plan the best way to do that, and you know we don't kill in cold blood. That's not the Joe way." His voice was stern.

"For what he's done to Scarlett, I'm making an exception for him!" Duke countered.

"No, you're not," Hawk snapped. "That's not how _we_ operate and it will never _be _how we operate. Now calm down. You need a clear head going into this."

Duke glared at him. "My head is clear!" He snapped back. "Now let's go!'

"Hold it!" Hawk boomed. "We have to consult with Admiral Ledger and come up with the best plan of attack."

"Duke's right, Hawk!" Mainframe exclaimed, rushing back in waving a piece of paper. "We have to go now!"

Hawk turned to him. "What do you mean?" He asked. "What's that paper?"

Mainframe grinned. "It just came in. It's from our anonymous information source. They say they can deactivate the base's outer defenses once we get within five-hundred yards of it. But we have to go now because this is the best chance they have with Cobra just returned all shaken up with damaged equipment from their defeat. It's chaos and confusion and that means…"

"That now is the best time to strike!" Duke finished.

"Exactly," Mainframe said. "I just spoke with Admiral Ledger and his forces will be ready to depart in ten minutes."

Hawk didn't know who their anonymous benefactor was and right now he didn't care. He or she had just given the Joes the perfect way to attack and destroy the Cobra base and get Scarlett back. That's all that mattered right now. "Okay, people, we're going to be ready in ten minutes as well. I'm going to touch base with Admiral Ledger and then we're going to move out as well! Yo, Joe!"

"Yo, Joe!" Everyone shouted back.

"But what if it's a trap?" Dial Tone wanted to know."

"Then we deal with it if it happens," Hawk replied. "Let's go, people!" Ten minutes later, the combined assault force left the Flagg as planned.

* * *

As soon as the Cobras arrived back at their base and got their wounded to the medical ward, Scarlett went straight to Serpentor and threw her arms around him. His arms came around her, holding her close.

"Are you okay, Scarlett?" He asked her softly.

She pulled back slightly and nodded. "Yeah, it's just breaking the news to Duke was harder t I thought it would be," she replied. "Seeing the hurt and horror on his face; he must have been so devastated." She bowed her head a little.

Serpentor cupped her chin and lifted her face so he could look into her eyes. "Listen to me, Scarlett," he said. "I know it hurt Duke greatly to find out about us, but he had to. You had to follow your heart. It would have only hurt him more to not tell him and string him along. It wouldn't have been fair to him or you."

"I know, but I still wish I didn't have to hurt him like that," she replied.

He nodded. "Me too, but we both know how strong he is. It may take a little time, but he'll come through this and find someone who can give him her all like he deserves." He kissed her softly as he lovingly stroked her cheek.

She knew he was right, but she still wished she hadn't had to hurt him like that. She returned the kiss and then kissed him again, deeper this time. Despite felling bad about hurting Duke, she knew that she was right where she belonged. The love she felt for Serpentor was real and true. And as he kissed her deeply and passionately, she knew he felt the same.

* * *

Meanwhile, Cobra Commander was pacing back and forth. "What are we going to do?" He asked no one in particular. "We have to attack again before the Joes have a chance to recover!"

"You are right, Cobra Commander," Destro told him. "We have to regroup quickly and move back out. We've put too much into this plan to have it fail now!"

"Serpentor, we have to regroup and attack again immediately!" Cobra Commander called out to him. "But where should it be?" When he didn't answer, he tried again. "Serpentor, where should we attack next?"

"It's no use, Commander," the Baroness spoke up. "He's too busy going gaga over Scarlett to pay attention to anything else."

"I can see that!" Cobra Commander screeched. "But he had better pay attention before our whole op falls apart! Did you hear that, Serpentor?"

Serpentor turned from Scarlett to glare angrily at him. "Do you mind, Commander? I'm busy!" He snapped irritably before turning back to Scarlett and kissing her again.

Cobra Commander threw up his hands in frustration. "This is pathetic!" He exclaimed. "We're going to get our asses kicked and worse all because he's too busy going gaga over a woman!"

"Cobra Commander, despite the fact that you are right, I understand where he's coming from," Destro told him. "I know how wonderful it is to be in love." He wrapped his arm around the Baroness.

"That's all fine and well, but right now we have more important things to worry about!" Cobra Commander retorted.

"Cobra Commander is right," Tomax broke in. "Our number one priority right now is making sure our plan doesn't fall apart."

"And to do that, we need everyone, including and especially him," Xamot added.

"But you know stubborn he can be," The Baroness reminded them. If he doesn't want to do something, it's nearly impossible to get him to do it. In fact, to even try risks you getting attacked."

"But we have no choice right now," Destro told her. "It is vital that we get his attention back on our plan before it's too late!"

"Destro's right, let's go!" Cobra Commander said.

But before they could even take a step a Televiper ran in. "G.I. Joe is on their way here right now!" He yelled.

"What?!" Cobra Commander exclaimed.

"How did they find us?" The Baroness wanted to know.

"How much time do we have before they arrived?" Destro asked.

"Around twenty-five minutes, give or take," the Televiper replied.

"Shit!" Destro swore. "That's not enough time!"

"No kidding!" Tomax agreed.

"But how did they find us?" The Baroness repeated.

"Maybe they planted a tracking beacon on one of our vehicles," Zartan suggested.

Destro shook his head. "It's more likely that we have a traitor in our midst that gave them our location," he said.

Immediately everyone looked at Scarlett. "It has to be her!" Cobra Commander announced. Serpentor gave him a nasty look as Scarlett looked at him in shock.

"I agree," said the Baroness before he could speak. "It was a mistake to let her join us."

"That's enough!" Serpentor thundered. "How dare you accuse her of being a traitor!" He held her protectively.

"You're so blinded by your feelings that you can't see what's right in front of you!" Cobra Commander shot back.

"Why you insolent little…" Serpentor began furiously.

"It wasn't me," Scarlett cut in. "You can even give me a polygraph test if you want to, but I'm telling the truth. I'm not the traitor."

"Look, we can sort this out after we stop the Joes," Dr. Mindbender spoke up.

"He's right," Serpentor agreed. "We have less than twenty-five minutes before they arrive, so we had best get ready!"

"Cobra!" Everyone cried and rushed from the room, including Serpentor and Scarlett.

Controlled chaos reigned for the next twenty minutes as everyone rushed around trying to get ready for the impending attack. The outer defenses were readied and all working vehicles and aircraft were made ready for deployment with Cobra troops in the cockpits.

Then suddenly, the radar picked up the Joes heading straight for them.

"They're seven-hundred, fifty yards and closing in," Stormshadow announced a few moments later.

"Get ready," Serpentor ordered.

"Five-hundred yards and closing," Stormshadow reported.

Suddenly a panicked voice came over the radio. "Our outer defenses are down!" A Televiper squawked.

"Well. Get them back up immediately!" Serpentor commanded.

"We can't!" The Televiper cried. "They won't respond!"

"None of our computerized systems will!" A second Televiper added.

"But how can that be?" Destro spluttered. "This doesn't make any sense!"

"It's the traitor," Cobra Commander told him.

"We're so screwed!" Major Bludd exclaimed. "What are we going to do?"

"I've got a very bad feeling about this," Dr. Mindbender added. His voice had a slight tremble to it**.**

**A/N:** So what did you think? Will Cobra discover the traitor? I bet you can guess who it is! Anyway, what will they do the traitor if they discover him/her? Who will win this all-important battle? Stay tuned to find out and please leave a review!

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	23. Chapter 23: Attack on Cobra Base Part 1

**The Return of Serpentor**

**Disclaimer:** Same as before. I do own Captain Brewer, though.

**A/N:** I am very sorry about the long delay. My computer was in the shop last week and I've been busy with my other story and with real life. But anyway, here's the next chapter. I hope you enjoy and please review!

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Chapter 23: Attack on Cobra Base, Part 1

Serpentor shot Mindbender a withering look, but didn't comment on the Science Officer's words. Instead, he looked at Cobra Commander. "Commander, our only chance is to get our tanks moving and our planes in the air and engage them before they reach the base," he said firmly.

"Serpentor is right," Destro replied. "Let's move it!"

Cobra Commander then ordered Major Bludd to take his Hiss battalion out to meet the Joes while Serpentor ordered Wild Weasel to take his squadron of Rattlers to do the same. Serpentor then pulled out his radio.

"Serpentor to Stratoviper One," he said into it.

"Stratoviper One here, Serpentor," came the immediate reply. "What do you need?"

"Take your Night Ravens out and be ready to engage the Joes as soon as they come within one hundred yards of the base," Serpentor ordered.

"It shall be done, my Emperor," Stratoviper one told him.

Serpentor turned off his radio and turned to the others. "Commander, you're in charge of the Fangs. So get to one immediately and take up position along the outer perimeter along with the other Fangs. Destro, you and the Baroness are in charge of the remaining ground craft. Get to your vehicles and join the Fangs at the outer perimeter. Go now!" The three of them hurried off.

He then turned to Tomax and Xamot. "You two are in charge of he resistance inside the base should they get that far. Get your Crimson guard in position. Stormshadow, you're with them." They bowed and hurried off as well. "Mindbender, get to the computers and transfer all of our files and data to our desert base. Then be ready. If the Joes get inside the base, I want you to blow the computers immediately. I won't give them the chance to steal any information from us!"

"But what about you, oh great Serpentor?" He wanted to know. "What will you be doing?

"I will be directing everything from my Air Chariot," he answered. "Now go!"

"Yes, Serpentor," Mindbender replied, and then hurried off. Serpentor then ran for his air Chariot with Scarlett, who had been silent during all of his orders, by his side. He had to get up in the air immediately!

* * *

"Guys, the automated defenses are down!" Mainframe exclaimed over the radio, as he received the coded signal from Zarana. "Right on time!"

"Then let's do this, Joes!" Hawk shouted. "We have no time to waste!"

"I think they figured out their automated defenses aren't working," spoke up Flint. "There are Rattlers and Hiss tanks heading straight for us."

"Let them come, Flint, we're ready for them!" Gung-Ho replied.

"But where are the Night Ravens?" Lady Jaye spoke up. "They're much more powerful than the Rattlers."

"Maybe they were all damaged in the NYC attack," Wet-Suit suggested.

"Or maybe they just haven't got them in the air yet," Beach Head put in.

"Or maybe it's a trap, and the Rattlers and Hiss tanks are the bait," Flint said.

"It doesn't matter," Hawk told them. "We attack whatever they throw at us and be ready for any tricks they might use. We _must_ destroy the base and capture the Cobra brass."

"Hawk's right," Beach Head said. "Now get ready, because here they are!" Sure enough, the Rattlers were upon them, and the Hiss tanks were upon the ground forces. An instant later, the battle had begun!

It was fierce with both sides losing jets and tanks, but after a while, the Cobras started getting pushed back toward their base with the Joes in hot pursuit. "Keep after them, men!" Hawk yelled. "Don't give them even an inch of breathing room!"

"Yo, Joe!" Was the answering cry as the Joes pushed harder, forcing the Cobras to give even more.

Suddenly, two Skystrikers and an F-18 exploded seemingly out of nowhere. "What was that?" Duke yelled frantically.

"Cobra Night Ravens," Hawk answered grimly. "Now we know why they weren't in the first wave."

"Yeah, they were lying in wait for us," Ace put in.

"Hawk, we'll hold these guys. You and your team go take the base out!" Captain Brewer said. He was in charge of Admiral Ledger's air force.

"I copy you, Captain," Hawk replied. "Let's go, Joes, on to the base!" He got acknowledgements and with the F-18's engaging the Night Ravens and remaining Rattlers, the Joes we're able to slip past and close in on the base.

But just as they reached the outer perimeter, they were ambushed by Fangs and more ground craft, including Stuns.

"Damn it!" Hawk swore. "At this rate, we'll be lucky to get off a few missiles at the base!"

"That's the whole idea, Hawk," Cobra Commander's voice said over the radio. "Fangs, attack the Joes and destroy them!"

"Not if we can help it, Fang face!" Hawk retorted. "Joes, plow through them and show no mercy!"

"Something's wrong, Hawk. Where's Serpentor?" Lady Jaye asked. Just then, He appeared from around the side of the base on his Air Chariot, heading straight for them.

"You just had to open your big mouth, Lady Jaye, didn't you?" Recondo said with a groan.

"Oh, no! Scarlett is with him!" Wild Bill exclaimed.

"Good!" Duke said. "That just makes it easier for us to get her away from him. And we can blast the base without worrying about harming her!"

"If we can get to the base!" Roadblock put in.

"We're already in missile range, Roadblock," Duke told him and fired one. But it was shot out of the air by a Hiss before it could hit the base.

"Men, you've got to destroy those Hiss tanks, pronto!" Hawk ordered to his ground forces.

"We're trying, but we're up to our noses in Dreadnoks here!" Cover Girl told him.

Hawk glanced down. Sure enough, there was the Thunder Machine as well as motorbikes, all with Dreadnoks driving them and attacking the Joes. He shook his head. It seemed like Cobra was throwing everyone and everything they had at the Joes. It was a sure sign of desperation. He glanced at the Dreadnoks again and noticed something strange. "Cover Girl, where is Zarana?"

"I've been wondering the same thing myself, Hawk," she replied. "She's not with the others."

"That's weird," Footloose spoke up. "She's usually always with them, or at least with her brothers."

"Well, we don't have time to worry about it now," Hawk told them. "Just keep going!"

"Hawk, watch out!" Ace screamed suddenly. "Serpentor's right on your six!"

Hawk glanced at his HUD and sure enough, there he was. He dove sharply and banked right in an effort to evade him but was clipped by laserfire on his left wing. He quickly stabilized himself and swung around to face the Air Chariot. But before he could fire, a stream of laserfire came from the side and almost took Serpentor's head off.

"You're mine, you bastard!" Duke screamed over the radio.

"Don't lose control, Duke!" Hawk shouted at him. "Keep a clear head!"

"My head is clear, Hawk!" Duke shouted back, still firing. A blast hit the side of the Air Chariot, sending it tumbling.

Hawk gasped, but Serpentor managed to get it under control before it crashed. Clinging tightly to him, Scarlett had gone slightly pale.

"You will pay for that, Duke!" Serpentor snarled. "This, I command!" He sped at him, firing steadily. Duke managed to evade, but in doing so, lost track of the Cobra planed near him. As a result, he took a direct hit. He managed to eject in the nick of time as his Skystriker exploded.

Hawk had never seen him look so angry as he drifted down to the ground on his parachute. But there was nothing he could do at this point because Serpentor was coming after him now. As he evaded fire, he wondered how the ground forces were doing.

* * *

The battle on the ground was locked in a stalemate as neither side was able to gain the advantage. Both sides were losing vehicles and taking injuries. Just then, Footloose took out a tank. He started to let out a whoop, but before he could, a Mauler exploded near him. The Joes inside just managed to dive clear in time.

"Man, we're getting nowhere fast!" He exclaimed. "At this rate, both sides will end up destroying each other and no one will win!"

"Look at it this way, Footloose," Barbecue told him. "At least Cobra won't win this way."

"But neither will we, Barbecue!" He replied.

"Guys, cut the chatter and stay focused on the battle!" Flint broke in sternly.

Before they could answer, a wave of Trouble Bubbles led by Tomax and Xamot swooped down, lasers blasting away at full power. Several Maulers as well as a few A.W.E. Strikers were destroyed.

"Where in the hell did they come from!" Cover Girl yelled.

"I'm not sure, Cover Girl," Flint told her.

"They must have like, snuck up on us!" Footloose said.

"Like we didn't know that, Captain Obvious," Gung-Ho replied withering.

"Uh oh, they're coming back!" Shipwreck exclaimed.

"And more have joined them!" Leatherneck added.

Flint looked. Sure enough, another group of Trouble Bubbles had joined the first, and now both groups were coming in for anther pass. "Guys, we're in deep trouble," He said grimly.

Just then, a white assault vehicle came screaming over the hill on their right followed by several attack motorbikes.

"Holy cow! Who are they?" Footloose asked, unable to identify them from so far away.

"I don't know, but I sure hope they're friendly," Dusty replied. "Because the last thing we need right now is more enemies.

Flint looked and gasped in shock as they got closer. He couldn't believe what he saw.

* * *

**A/N:** So what did you think? Will the Joes win? Will they get Scarlett back or will she stay with Serpentor? And who are these newcomers? (10 brownie points to whoever guesses right!) Stay tuned to find out and don't forget to leave a review!


	24. Chapter 24: Attack on Cobra Base Part 2

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** Here's chapter 24. This story is almost over now. Anyway, I hope you enjoy and please review!

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**Chapter 24: Attack on Cobra Base, Part 2**

"Is that…" Dusty began.

"Sgt. Slaughter?" Gung-Ho finished, staring at the new arrivals in shock.

"It sure is!" Flint answered disbelievingly. Just then, the new arrivals opened fire on the stuns, sending them into disarray. Two were destroyed in the first volley with three more damaged.

As they fired a second volley, the Trouble Bubbles came around for another pass. But before they could fire, three F-18's came up behind them and started blowing them away.

"All right!" Cover Girl shouted. She opened fire on the Dreadnoks, causing them to scatter. In their haste to evade her fire, Monkeywrench and Ripper collided. They were thrown from their bikes and as soon as they hit the ground, their bikes exploded.

"That's two down!" Flint exclaimed, firing at the others. But they weren't going to be as easy to defeat as the other two. They skillfully evaded his fire and returned fire of their own. Suddenly, a blast came from behind them and struck the back wheel of Zandar's bike. It spun out of control, forcing Zandar to dive free.

"Take that, Dreadnoks scum!" Sgt Slaughter yelled as Zandar's bike crashed into an overturned Stun and exploded, taking the Stun with it.

"Good shot, Sergeant!" Flint exclaimed.

"It's great to see you again!" Dusty added.

"Your timing is perfect, as usual!" Shipwreck put in.

"Thanks, guys. Now let's stomp us some snakes!" He replied.

"Hey, Falcon, how're you doing?" Footloose asked the young man on the bike behind the Sergeant.

"Great, but we can chat later after we smash some serpents!" Falcon replied.

"So let's get to it!" Red Dog put in. He lobbed a grenade at a stun, causing it to explode.

"Red Dog is right," Flint said, blasting away with his lasers. "Come on guys!" With the addition of Slaughter and his Marauders, the Joes attacked with renewed vigor.

* * *

As the battle raged on, Zarana raced around inside the base on a secret mission. Looking around her, she opened the door to the generator room and slipped inside. Quickly, she planted her last explosives and hurried back out. As she hurried back the way she'd come, she smiled. In fifteen minutes, the base would be reduced to rubble.

Reaching her quarters, she dashed inside and grabbed a duffel bag and quickly filled it with clothes and anything else she might need. As soon as she finished, she dashed back out and headed straight for the base's nearest exit. She had to get out before it blew.

* * *

Meanwhile, the air battle was still fierce. Scarlett had left the Air Chariot and was now flying a Rattler alongside Serpentor. They were a fearsome duo, taking down many Skystrikers and F-18's. But Ace and his squad were taking down just as many Cobra planes, and that meant that neither side was able to get the upper hand.

It was a different story on the ground, though. With the addition of Sgt. Slaughter and his Marauders, the Joes were quickly overrunning the Cobra defenses. Most of the Stuns had been destroyed, along with Destro's Hiss tank. He had joined the Baroness in her Hiss tank. Major Bludd's was damaged and his battalion had suffered many losses, reducing it to half strength. The Thunder Machine was the only Dreadnok vehicle still left.

The Fangs that were left were in total disarray. Cobra Commander was flying around taking potshots at any Joe ground forces he could, and many others were doing the same. The Dragonflies were trying to stop them, but weren't having much luck with the Fangs flying all over the place in random patterns.

Farther back from the base, more F-18's were locked in battle with the Night Ravens. At the rate things were going, both sides were going to end up destroying each other. Just then, Flint's voice rang out. "That's it, go ahead and run Zartan!" He yelled at the Dreadnok leader, who was in the Thunder Machine with Thrasher.

"That is what you do best!" Gung-Ho added.

Barbecue snickered. "All the Dreadnoks are cowards!" he said loudly.

"Especially Zarana!" Cover Girl spoke up. "She hasn't even fought in the battle at all!"

"I bet she's hiding out in the base somewhere, waiting for it to be over!" Flint said.

"You're going to regret talking about my sister like that!" Zartan snapped as the other Joes burst out laughing.

Just then Mainframe drove up in an AWE Striker. "Guys, Hawk wants a small team to sneak inside the base and plant explosives right now!" He announced, firing at the Thunder Machine, witch quickly fled.

"Well, let's go then!" Gung-Ho exclaimed.

"Footloose, you and Dusty go with them!" Flint ordered. "All of you, make it quick and be careful."

The four Joes acknowledged him and raced toward the base. When they got within twenty yards of it, they exited their vehicles and ran to the door. They didn't waste time trying to open it; Gung-Ho just blew it away with his machine gun. They entered and Mainframe took the lead, carrying a case of explosives.

They hadn't gone far when Mainframe spotted something. Veering sharply to the left, he entered a room.

"What's wrong, Mainframe?" Footloose wanted to know.

Mainframe walked up to the wall and pointed to something on the floor. "Look, someone's already planted explosives," he replied.

"Huh?" Footloose asked blankly.

"But who?" Dusty asked.

"It couldn't be one of our people," Gung-Ho said. "We would have known about it if it was."

"Plus Hawk wouldn't have sent us in to do the same thing," Mainframe added.

"Maybe it was one of Ledger's people," Footloose suggested.

Gung-Ho shook his head. "They haven't even been close to the base," he replied.

"Well, it sure as hell ain't Cobra, so who did it?" Dusty demanded.

Just then, Mainframe noticed something. "Uh, guys, we don't have time to worry about that now. These are going to go off in two minutes!" He exclaimed.

The other three looked at the timer on the bomb. Sure enough, he was right. "Shit! We've got to get out of here!" Gung-Ho cried. "Come on!"

They all turned and started to run back they way they had come, but before they were even halfway to the exit, the whole base shook from a tremendous explosion somewhere nearby. All four Joes were knocked off their feet as debris fell around them.

"The bombs are already going off!" Dusty exclaimed, scrambling back to his feet. "Let's move it double time!"

"No, that wasn't the bombs," Mainframe told him, pushing debris aside and getting up. "If it had been, we would have been blown away!"

Gung-Ho and Footloose had also gotten back to their feet. "It must have been a missile hitting the base!" Gung-Ho shouted.

"Well, let's not stick around for any more. Let's get out of here!" Footloose told him. The others agreed and took off once again for the exit.

* * *

Not far away, Zarana was getting unsteadily to her feet as well. Her forehead was pounding from where it had gotten hit with a piece of debris. She felt it and realized that there was a bump there, as well as some blood. She groaned and wiped her hand on her shirt. She didn't know how bad it was but there was no time to worry about it now with the whole base about to blow up in one minute or so. She had to get out and fast!

As she started for the exit again, she realized that she must have twisted her ankle, for it hurt as well. She swore under her breath but kept going. She would look at it later. Suddenly, a familiar voice rang out.

"Zarana!" Where are you?" It yelled.

Zarana cursed. It was Zartan. Just what she didn't need right now! Choosing not to answer, she kept going and nearly had a head-on with him as she turned the corner.

"Zarana, where in the fuck have you been!" He demanded. "We're out there getting our assed kicked and you're in here moseying around!"

"Yeah, what's the deal?" Zandar, who was with him, wanted to know.

"I had things to take care of," She replied matter-of-factly. "Now, we better get out of here or we'll all be blown to atoms in less than a minute!"

"What the hell are you talking about?" Zandar asked.

Zartan started to add something but was stopped by a noise close by. He turned and ran towards it. His siblings followed him, and in only a few seconds saw four Joes about thirty feet away, running for an exit.

Zarana turned cold, for Mainframe was one of them! Zartan however, had a different reaction. Withdrawing his pistol, he aimed it at the fleeing Joes. "This is going to be easy!" He snickered, and cocked the trigger.

"No!" Zarana screamed and started to tackle her brother. But as she did so, another explosion shook the base as a second missile hit. All three of them were thrown to the floor where they were pelted by debris.

* * *

Mainframe stopped dead in his tracks, feeling his blood run cold as he heard a scream of terror ring out. It was Zarana! But before he could do anything else, the base shook with a second explosion, which sent them sprawling again.

"Did you guys hear that scream? Gung-Ho asked.

Mainframe scrambled to his feet. "Yes, come on!" He shouted back. He took off towards it.

"Mainframe, we have no time for this!" Dusty exclaimed. But Mainframe didn't answer. He rounded a corner and cam upon Zarana and her brothers, all in a tangled heap on the ground.

His heart constricted seeing the blood on her forehead and her swollen ankle and other bumps and bruises. Kicking aside a pistol that lay on the floor, he knelt down next to her.

"Mainframe!" she gasped out sounding relieved. It quickly changed to alarm, though. "We've got to get out of here! This whole place is going to blow!"

"It's Joes!" Zartan said from beside her. "Come on, Zandar, let's get them!"

Zandar shook his head to clear it. "Huh, what?" he asked, crawling out from underneath his brother.

"There's Joes right here!" Zartan told him. "Let's take them out!"

"I don't think so!" A voice snapped from behind them. They turned and saw the rest of the Joes pointing weapons at them.

"We don't have time for this!" Zarana screamed. "This place is going to blow any second!"

"We'll sort this out later," Dusty said. "Right now, we have to get out of here."

"But we haven't even planted any bombs yet," Footloose spoke up. So how can it…"

"We'll worry about it later!" Mainframe told him, picking up Zarana. "After we get out of here!"

"Look!" Dusty exclaimed, pointing. "The second missile made that wall collapse! Come on!"

All seven of them sprinted for the collapsed wall and got out of the base. Not a moment too soon, for as soon as they had gotten around fifty feet away from it, the base blew up in a massive explosion, complete with a sonic boom and a fireball.

* * *

In the air, Serpentor was pursuing a Dragonfly when the base blew. "What the hell?" he exclaimed in surprise and tried to avoid the falling debris. A piece struck the back, though, sending him spinning out of control. He cursed and tried to bring it under control. He was unable too, and so when it was just a few feet above the ground, he dove off and rolled. He hit the ground hard, hitting his head on a rock, but didn't really notice it or the pain that followed. For as soon as he had dived, he had seen a glimpse of Scarlett's Rattler colliding with another one and explode. He thought he saw the cockpit canopy fly off just before impact, meaning that she had ejected, but he wasn't sure of it.

As he came to a stop, he prayed with everything he had that Scarlett had been able to eject and make it down safely. But as he saw all the damaged aircraft and pieces of aircraft and debris all over the ground, he had little hope. As tears began to well up in his eyes, he wondered about the condition of his people and whether they had all made it. He felt blackness begin to close in and his last thought before he lost consciousness was, _I love you, Scarlett_.

* * *

Meanwhile, the Joes were whooping and cheering. "They did it!" Hawk exclaimed over the radio.

"Don't look now, but I believe we won!" Wild Bill added, climbing out of his damaged Dragonfly.

Lady Jaye landed her Skystriker and ran into Flint's waiting arms. He caught her and twirled her around. "We did it, Lady Jaye!" He cried.

"We sure did, Flint," She replied. And as they kissed, all she could think about was how good it felt.

* * *

**A/N:** What's going to happen now? Is Scarlett alive and okay? What's going to happen with Mainframe and Zarana and the rest of the little group? Did they make it out in time to avoid further injury or worse? Stay tuned to find out and please REVIEW!


	25. Chapter 25: The Aftermath

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** I am so sorry about the long wait. I was very busy with Christmas and all. But I'm back now and here's chapter 25. I hope you like and please review!

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Chapter 25: The Aftermath

"Belay the celebration, people!" Hawk said sternly before it could get out of hand. There would be plenty of time for it later, but first there were other things to take care of. "We need to check for injuries and losses."

"Hawk's right," Flint said. He kissed Lady Jaye once more and then stepped back and looked around. Broken vehicles and aircraft lay everywhere, as well as pieces of them and tons of debris from the base's explosion. There were bodies lying among it all, but whether they were alive or not, he couldn't tell.

One of those bodies was Serpentor, lying motionless several feet from his mangled Air Chariot. "Do you think he's dead?" He whispered to Lady Jaye, indicating the motionless Serpentor.

Lady Jaye shook her head. "Nah, he's too mean to die that easily," she replied. "Besides, you can see his chest moving."

Flint looked again and saw that she was right. "Darn. I guess I was hoping for a miracle," he replied.

She giggled. "Come on, let's go help Hawk," She said and headed over to where he had landed his plane and was now getting out. As Flint followed her, he said, "I hope our guys that planted the bombs are okay."

* * *

Around fifty feet from where the base used to be, Mainframe groaned and brushed debris off of him and rose shakily to his feet. "Is everyone okay?" He asked.

Near him, the rest of the Joes were getting to their feet as well. "I think so," Gung-Ho replied.

"Well, aside from a pounding headache and ringing in my ears, I'm okay," Dusty answered.

"Nothing is broken," Footloose put in.

"Well, that was fun," Gung-Ho told Mainframe witheringly.

"Yeah, so fun that I want to do it again," Footloose added sarcastically.

Mainframe held up his hands. "Hey, this wasn't my idea," he defended himself. "I was just following orders."

"Wait, what about Zartan and his brother and sister?" Gung-Ho wanted to know.

Mainframe looked to where he was laying in a heap with Zandar, and then to Zarana, who had rolled a few feet away from him when he'd landed. "We take those two bozos in," he replied, indicating the two unconscious men.

Dusty nodded. "Right, but what about Zarana? Shouldn't we take her in too?"

"Damn straight, we will," Gung-Ho answered before Mainframe could reply.

Mainframe gulped. The only place he wanted to take Zarana was to a hospital, and then stay with her as the doctors helped her. But he couldn't just tell Gung-Ho that. He wouldn't understand. So he had to think of something else, and fast. "She needs medical attention," he said at last. "We need to get her to a hospital."

"All three of them will receive medical attention when we take them in," Dusty told him.

"Yeah, as much as they don't deserve it," Gung-Ho said. "Now come on, let's secure them and take them to Hawk." He started to Zarana, who was closest. She lifted her head and looked at him, and Mainframe could see the slight tinge of fear in her eyes, as well as yearning. Gung-Ho reached her and leaned down to haul her roughly to her feet.

"No!" Mainframe called out, hurrying over to her, his heart pounding in his chest. "Get Zartan and Zandar, you guys. I'll take her. He lifted her gently into his arms. "Don't worry, I won't let them or anyone else hurt you," he murmured reassuringly to her. He started walking in the direction of where Hawk stood. The others followed him, carrying Zartan and Zandar, who were still unconscious.

* * *

"We've got a bunch of minor injuries, General Hawk. You know scrapes, bumps, and bruises; nothing too serious," Called Flint as he ran back toward him after checking the rest of the team out.

"We better get back to base," Lady Jaye said before Hawk could speak.

"But what about the team that went in to plant the explosives?" Flint wanted to know. "We can't just leave them!"

"Here they come now," Hawk said. "And it looks like they have prisoners with them!" Then he noticed some else. "But why is Mainframe carrying Zarana?" That was very strange.

"Maybe's she's hurt," Roadblock suggested. "It looks like her brothers are unconscious."

"But _she's_ not," Cover Girl pointed out.

"So, she still could have a leg injury or something," spoke up Breaker.

"Who cares, they're our prisoners, that's what matters!" Ace put in, tucking his dented flight helmet under his shoulder.

"Before we go, let's end this war right now," Shipwreck spoke up, pointing to where Serpentor still lay unconscious on the ground. "We won't ever have a better chance!"

"Shipwreck's right!" Duke put in, eyes narrowing dangerously. "Let's go over there and blow his brains out!" He pulled out his pistol and cocked it, and started to walk toward the fallen Cobra Emperor.

"No!" Hawk ordered, grabbing his shoulder and stopping him.

Duke looked at him incredulously. "Are you serious?! He deserves it and more for what he's done!"

"Maybe he does, but killing in cold blood is not the Joe way!" Hawk replied sternly.

"This case warrants an exception!" Duke countered hotly. "And we both know that no one will object after everything he's done!"

"That's not the point!" Hawk told him. "If you blow him away like this, you become no better than he is!"

Duke opened his mouth to reply but was stopped by a loud gasp from nearby. It was followed right away by a scream. "Serpentor!"

He turned along with others to see Scarlett throw a piece of debris aside and run up to him and kneel down. Her long red hair had come undone and was tangled, and she was dirty with dried blood on her arm and cheek.

The Joes watched as she checked his vitals and then gently shake him in an attempt to wake him. They couldn't tell if it worked, but none of them missed her stroking his cheek and kissing him deeply.

"Okay, that's just disgusting!" Ace exclaimed.

"It's more than disgusting, Ace!" Roadblock told him.

"That son of a bitch! I'll blow his fucking brains out!" Duke swore, lifting his pistol.

"No, you could hit Scarlett!" Flint told him.

Hawk grabbed the end of the gun and pushed it down. "What did I just tell you?"

"I don't care!" Duke shot back. "He doesn't deserve to live!"

"That's not for you to decide!" Hawk snapped back, yanking the pistol out of Duke's hands and ejecting the magazine. "Now come on, we've got to get our injured back to the Flagg! And help Ledger's people do the same!"

"But what about Scarlett?" Roadblock asked. "We can't just leave her!" Heads nodded in agreement.

"She's made her choice. She's one of them now," Hawk replied sadly.

"I won't accept that," Lady Jaye said firmly. Scarlett was her best friend.

"Damn straight!" Duke muttered to himself as he reluctantly followed Hawk. He didn't have a choice right now, but one of these days, very soon, he would get her back and then kill Serpentor! Until then he would have to bide his time.

* * *

When Serpentor regained consciousness, he immediately noticed two things: The pounding in his head and a soft familiar touch on his cheek. He looked left with his eyes and glimpsed long red hair hanging down. "Scarlet?" He murmured. "Is it really you? Are you okay?"

"Yes, and yes," She whispered back. "Although I'm pretty banged up."

"I saw your plane explode and was afraid you had…" He broke off, unable to finish.

She shook her head. "No, I ejected just in time. I got hit with some bits of debris and had a rough landing though," she explained.

He reached up and pulled her close just as she leaned in. They kissed deeply and passionately. After a few minutes, Scarlett pulled back slightly and continued her story. After I landed, I was trapped by debris until some Vipers freed me. I then got up and ran to find you. When I saw you lying here, I was really scared." Her voice was thick with emotion.

"That makes us even, then," he replied, just as emotionally. "When I glimpsed your plane explode, it scared the hell out me." He started to sit up, but stopped when the pain in his head seemed to explode. He lay back down with a groan and squeezed his eyes shut, waiting for it to fade a little.

"Shh, don't try to move," she told him softly. "Just lay there and be still. You have a concussion and I'm not sure what else."

He opened his eyes a little. "But Mindbender, the Baroness, Destro, everyone else! I have to see how they are!" He said frantically.

Scarlett stroked his cheek again. "The Baroness and Destro are okay. I saw them as I was getting freed. Cobra Commander is fine. Destro was talking to him over the radio. As for everyone else, I'm not sure. But I do know that you won't help them by injuring yourself further." Her voice was firm.

Serpentor relaxed a tiny bit. "What of the base?" He asked. "Is there anything left?" He had a sinking feeling that he already knew the answer, but he asked anyway.

"It's completely gone," Scarlett told him regretfully, and then turned anxious. "What's going to happen to us? Are we finished?"

Serpentor started to shake his head, but stopped as he realized that would only make his pain worse. "Not even close, my love. We have several fallback spots as well as the Terrodrome on Cobra Island. In fact, the latter is where we should go. It has medical facilities as well as doctors and nurses."

Scarlett nodded. "I'll tell the others and bring back some help for you. Don't move, I'll be right back." Her heart constricted at leaving him there, but she had no choice. She couldn't carry him without jostling him alone. She kissed him again and then hurried off to get help.

* * *

Hawk was getting ready to get back in his plane when Mainframe came up to him, still carrying Zarana. "Gung-Ho and Dusty have Zartan and Zandar restrained inside a Tomahawk. Beachhead's making arrangements for them to go to a military hospital under supervision. But I think Zarana needs to go with us."

"Why?" Hawk asked, surprised. "She's injured, too. She needs to go with her brothers."

"That's right," Flint put in. "She's the enemy. We can't take her back to the Flagg with us."

"No she's not, not anymore," Mainframe said, shaking his head. "Plus, she has vital information that will help us end this war once and for all." She nodded in agreement at his words.

"We can't trust her, it's too risky," Hawk told him.

"No its not," Mainframe countered firmly. "Anyway, I'll take full responsibility for her and everything she does."

"Are you nuts?" Gung-Ho asked him.

"No I'm not, Gung-Ho," Mainframe replied. "I'll explain everything when we get back to the Flagg."

"You'd better, Mainframe," Hawk warned him. "Because I'm taking an awful risk by allowing this."

Mainframe smiled at him. "Thank you, General," he replied. "You won't regret this."

"I hope not. Now let's go," he said. With that, he got into his plane. Mainframe carried Zarana to another Tomahawk and got in. The other Joes got into their vehicles as well and seconds later, they were off, heading back to the Flagg; all accept the Tomahawk carrying Zartan and Zandar. It headed in another direction to a military hospital.

* * *

**A/N:** So what did you think? Will the Joes accept Mainframe? What will her brothers do when they find out? Will Serpentor be okay? Stay tuned to find out and please review on your way out! Remember, reviews are great motivators!


	26. Chapter 26: Mainframe's Confession

**The Return of Serpentor**

**Disclaimer:** Same as before.

**A/N:** Here's chapter 26. I hope you enjoy and please review on you way out!

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Chapter 26: Mainframe's Confession

"So what's the diagnosis, Lifeline?" Mainframe asked their Medic as he looked over results from the MRI he had done on Zarana's head and chest as well as X-rays of her injured ankle. He was pacing back and forth in his nervousness. Both of them were in a small office next to her assigned room.

"It's not as bad as it could have been," Lifeline replied. He didn't know why Mainframe had insisted on staying here with her or why he had been so nervous up until now. It was puzzling, to say the least. "She has a mild concussion, two slightly bruised ribs, a sprained ankle, and some minor cuts and bruises."

"When you say 'mild concussion', does that mean that she won't have any permanent damage from it?" Mainframe wanted to know, still sounding anxious.

Lifeline nodded. "That's right, Mainframe," he answered. In a couple of days her concussion will be completely gone and the bruising on her ribs will be a lot better. Her ankle will take a couple of weeks to fully heal, though." He looked at the computer specialist in confusion. "But why are you so interested in her condition anyway?"

Mainframe shrugged. "No particular reason," he replied. "Can I see her now?"

"Sure, but only for a little while. She needs rest," Lifeline told him.

"Thanks," Mainframe said. He grinned and hurried from the room.

As he closed the door behind him, Lifeline shook his head. Something was definably up. Although what that something was, he had no idea. All he knew was that Mainframe wasn't acting like himself. He hadn't even cleaned up or anything since they had gotten back to the Flagg; he had come straight here and not left once!

Mainframe opened the door to Zarana's room and slipped inside, smiling as he saw the beautiful redhead on the bed open her eyes and look at him. "How're you feeling?" he asked her softly, walking to the side of the bed and taking her hand.

"Aside from a pounding headache, not too bad; my chest is sore and my ankle hurts, though," she answered.

He squeezed her hand. "Don't worry, Lifeline says you're going to be just fine. The concussion and most of the bruising will be gone in a couple days," he assured her. "Your ankle will take a little longer to heal, though."

"That's all right. I just wish my head wasn't hurting so much, though. It feels like a herd of bulls are stampeding in there."

"I'll go see if Lifeline will give you something for the pain," Mainframe told her. "I'll be right back. He turned and left the room. He returned a few moments later holding two pills and a glass of water. "Here, take these. They're extra-strength Aleve. Lifeline said they'll help with the pain."

"Thanks, Mainframe," She said, taking the pills and the glass of water from him. She quickly took the pills and set the glass on the table by her bed.

Mainframe sat on the bed next to her and took her hands in his. "Hey, I should be the one thanking you," he told her. "You risked you're life for me and for all of us."

"Because it was the right thing to do," she replied, lying back against the pillows. "But how are my brothers? Any word on their condition?"

Mainframe shook his head. "I don't know. I've been here since we got back. I can try to find out though if you want me to."

She shook her head. "Wait a bit, Mainframe," she said, looking into his deep brown eyes. "We're alone right now and I don't want you to leave."

He gazed into her gorgeous green eyes. "Don't worry, I'll stay as long as you want me to," he assured her.

"Thank you," she whispered. She reached up to stroke his cheek.

"Zarana, I'd stay right here with you for the rest of my life if I could," he murmured, stroking her hair lovingly.

Zarana's heart filled with love as she snuggled against him, resting her head on his chest. She had never felt this way about anyone before and she didn't ever want it to end. "I love you, Mainframe," she whispered.

Mainframe held her tightly, his heart racing. After he and his wife split up, he had never expected to fall in love again. But he had and it was wonderful. "I love you too, Zarana," he whispered back. After a moment he lifter her head and kissed her passionately on the lips. She returned the kiss, wrapping her arms around his neck and pulling him closer. They pulled apart several moments later to breathe and then kissed again, and again…

And that's how they were ten minutes later when Hawk, Ace, Gung-ho, Lady Jaye, and Flint walked in.

Gasping in surprise and shock, Hawk cleared his throat. "Mainframe, I think you have some explaining to do," he said loudly and firmly.

* * *

"How's he doing?" Scarlett asked anxiously as she rushed into the Terrodrome's medical facility. As soon as she had left his side to get help, he had fallen unconscious again and Destro and the Baroness had carried him to a Night Raven, one of the few undamaged in the battle, and had flown him straight to the Terrodrome. Scarlett was by his side the whole time and when they had arrived she had run off to check on the condition of the others. Then she had rushed back to the medical facility.

"He's still unconscious," answered one of the medics. "But he has sustained a pretty good concussion, so it's to be expected. He should wake up before too long, though." Her tone was reassuring.

"Does he have any other injuries?" She wanted to know.

"Just some bumps and bruises," The medic replied.

"Can I see him?" She asked.

The medic nodded. "Sure, but be gentle and don't stay to long. He needs his rest."

"I won't. Thank you," Scarlett replied and hurried down the hall to his room. Opening the door, she peered inside. Her heart constricted when she saw his sleeping form in the bed. He looked so vulnerable lying like that.

She hurried over to his side and took his hand. "Don't worry, you're going to be okay," she whispered. "I'm right here and I'm not going anywhere." Contrary to what she had told the medic, she wasn't planning on leaving his side anytime soon. She stroked his cheek tenderly and squeezed his hand.

A moment later she reached behind her and pulled up a chair. Sitting down, she laid her head on his chest and closed her eyes. _I'll be right here when you wake up, my love_, she told him silently.

* * *

At the sound of Hawk's voice, Mainframe and Zarana gasped and jumped apart. Mainframe looked at him nervously. He didn't know how Hawk was going to do when he explained things. Hopefully he would accept Zarana. "Don't worry, General," he said. "I can explain everything.

"I hope so, Mainframe," Hawk replied. "Because things don't look good for you right now.

Mainframe nodded, knowing he was right. Clearing his throat nervously, he began. "First off, Zarana was and is our anonymous inside information source."

"You expect us to believe that?!" Gung-Ho asked incredulously as Ace snorted.

"Who do you think planted those bombs in the Cobra base?" Mainframe asked him.

"Some of our guys or Ledger's," he replied immediately.

Mainframe shook his head. "Wrong. First off, None of Ledger's people were anywhere near the base, secondly, our group were the only Joes to get inside the base and you yourself said we would have known if any other Joes had planted them," he countered.

"Maybe Snake-Eyes slipped in and did it without telling anyone," Ace suggested before Gung-Ho could reply.

"That would be exactly like him," Lady Jaye put in. "After all, secret covert missions are his specialty."

"Except that he was with the ground forces the entire time," Mainframe told her. Alpine, Bazooka, Shipwreck, and Quick Kick were with him for the whole battle. Any one of them will confirm this."

"But you weren't," Flint broke in. "So how would you know this?"

"Simple," Mainframe answered. "They told me on the way back, because I asked about it."

"That still doesn't mean…" Gung-Ho began.

"Quiet, Gung-Ho," Hawk cut him off. "Let's get back to our original subject here. Mainframe, let's say you're right about her being our info source and planting the bombs. Keep going."

Mainframe nodded and proceeded to tell them everything, including the Sgt. Carol Weedler episode where it all started; and finishing up with them walking in the room finding them kissing.

When he was done, Hawk shook his head. "That's a lot to take in all at once," he said.

Mainframe nodded. "I know," he replied, taking Zarana's hand and squeezing it. "But I promise you that's it's all true."

"How do we know this isn't all just a trick?" Ace asked skeptically.

Gung-Ho nodded. "Ace's right. This kind of thing is what Zarana does best."

"Even if it's not, we can't just trust her," Flint spoke up. "She is the enemy."

Mainframe stared straight at him. "Not anymore," he said firmly.

"And we're supposed to just believe that," Lady Jaye asked him disbelievingly.

Mainframe looked at her. "I don't expect you to trust her right away. Just give her a chance. I promise that you won't regret it," he said imploringly.

"It's not that easy, Mainframe," Flint told him. "Not after everything she's done."

"Please, guys!" He exclaimed. "Look, I trust her with my life. Don't you trust me? I wouldn't play around with something like this. And I know everything she's done to us. But doesn't she deserve a chance to change?" He was nearly pleading by the time he was finished. The thought of them keeping them apart terrified him.

"And I want to change," Zarana added, speaking for the first time. "I know this is hard, but please give me a chance. I know that this will cost me my brothers' love and respect when they find out, and that's going to hurt because they are the only family I have, but I'm willing to accept that. Mainframe is worth it, and more important, a chance to be a better person, is worth it." She fell silent for a moment, and then went on. "I just wish I knew if they were okay right now. I mean, I don't know how seriously their injuries were or anything."

Mainframe put his arm around her and pulled her close. "Don't worry, we'll find out real soon. And then you can talk to them if you want," he reassured her.

"Thank you, Mainframe," she whispered, leaning into him.

"I want to believe you, Zarana, but it's just too risky," Flint said then.

"I agree," Gung-Ho added. "It's too dangerous."

"Gung-Ho's right," Lady Jaye agreed and Ace nodded.

"Look guys," Hawk broke in. "I know how dangerous it could be, but she deserves a chance. She risked her life for all of us and the info she gave us helped us win the battle, not to mention planting the bombs and everything else she's done. We wouldn't have even known where their base was if it wasn't for her." He looked directly at her. "We owe her a chance and she's going to get it."

Mainframe gasped in surprise. "You really mean that?" He asked.

Hawk nodded, and even smiled a little. "Yes, I do. Just don't let me regret it."

"You won't, sir," Mainframe replied firmly. "I promise."

"Good, now let's see what we can do to find out how the extent of your brothers' injuries and how they are doing," he said warmly.

Zarana smiled. "Thank you, sir," she told him. "I really appreciate it."

Mainframe smiled at her before turning back to Hawk. "So do I, sir," he added. He turned back to Zarana and pulled her closer. _More than you know_, he added silently.

Zarana snuggled against him. She felt happier and safer than she had ever felt before.

* * *

**A/N:** I know I said one chapter but it was got too long so I broke it in two. Anyway, So Hawk is not turning Zarana away. What will the other Joes do? And will Serpentor wake up and will he be okay? Stay tuned to find out and please review!

**A/N 2:** A little quiz: What did Golobulus create Nemesis Enforcer from? _Hint: Golobulus was the ruler of Cobra-La._


	27. Chapter 27: Calming Down

**The Return of Serpentor**

**Disclaimer:** Same as before. I do own Crimson Guard Ferguson, though.

**A/N:** Here it is. The final chapter. I hope you enjoy and please review!

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**Chapter 27: Calming Down**

The first thing Serpentor became aware of when he woke was a weight on his chest. Glancing down, he smiled when he saw Scarlett sound asleep with her head on his chest. The second thing he became aware of was his headache. It wasn't hurting as much as before but it was still there.

Then, realizing that his mouth was bone-dry, he looked around to see there was anything to drink handy. Spotting a glass of water on the table by his bed, he reached over carefully and grabbed it. He brought it to his mouth and drank greedily. After downing almost the whole glass, he set it back down. "Ah, much better," he whispered and lay back down.

Just then, Scarlett stirred. He looked down and saw that she had just woken up. "Hey, sleepyhead," he murmured.

She raised her head and looked at him. "How are you feeling?" She asked him.

He smiled. "Better. But my head still hurts," he replied. They kissed tenderly.

She nodded. "You have a pretty bad concussion," she told him, stroking his hair. "It's going to hurt for a few days. But the good news is the doctors say that there should be no permanent or lasting effects."

"That's good, but what about everyone else? How are they?" His tone was anxious.

"Well, Major Bludd broke his arm when his HISS flipped after being hit with debris, Stormshad_o_w sprained his ankle dodging debris, Mindbender has three bruised ribs. Everyone else just had scrapes, bumps, and bruises except for Zartan and Zandar, who were captured, making it impossible for us to know if their injured or not," she replied. "Also, there has been no sign of Zarana."

"That's weird," Serpentor said. "I wonder where she is. We need to find her immediately."

Scarlett shook her head and gulped. Serpentor wasn't going like this next part. "Wild Weasel saw her being carried by Mainframe to a Joe Tomahawk. He carried her inside it before it left. He couldn't tell if she was injured or not."

"So she was captured too," he remarked.

She shook her head again. "I'm not so sure. A Crimson Guardsman overheard Mainframe tell General Hawk that she needed to go back to the Flagg with the Joes. And her brothers were taken away in a different Tomahawk that headed off in a different direction," she replied. She paused a moment, and then spoke again. "But why? This doesn't make any sense? Why would Mainframe insist that she go back to the Flagg with the other Joes?"

"I know exactly why," Serpentor answered her. "It's because she's the traitor."

"What! Are you serious?" She replied in astonishment. Then, after thinking about it for a few moments realized that it made sense. It would explain why Zarana wasn't around during the battle and why she'd been distant and keeping to herself lately.

"Yes, I am. I've long suspected her of having feelings for Mainframe, ever since that battle over the antimatter in which she went undercover at Joe headquarters," he said.

Scarlett snapped her fingers. "Of course!" She exclaimed. "Mainframe told us that Weedler was really Zarana and after that battle he has been found daydreaming every so often."

Serpentor opened his mouth to reply, but before he would, Tomax rushed into the room followed by Xamot. "Sire, we have bad news! Zarana's the traitor who cost us that battle and the base!" He exclaimed breathlessly.

Xamot nodded. "Yeah, Mainframe took her back with Joes and even defended her to General Hawk!" he added.

"Not only that, but Crimson Guard Ferguson spotted her planting explosives in the base during the battle. But before he could sound the alarm, The Joes started blasting the base and he was injured. But he's been treated and is recovering and he told us everything he saw!"

"Yes, we know. Scarlett already told me everything except that last part," Serpentor replied.

"Because I didn't know that part," she told him. All I knew was what the guard that overheard Mainframe told me."

"But what are we going to do, sire?" Tomax asked.

"And what will her brothers do when they find out?" Xamot added.

"They'll be pissed," Serpentor answered. "And rightly so. As for what we're going to do, she's our enemy now and we'll treat her that way." He fell silent and let the implications of his words sink in. No longer would she be welcome on Cobra Island or any other Cobra base, territory, outpost, etc. If she appeared at one, she would be imprisoned. And furthermore, no Cobra would trust her anymore.

Tomax nodded. "She dug her own grave…"

"And now she has to lie in it," Xamot finished.

"Quite right," Serpentor agreed. "We all have to live with the choices we make, good or bad." He stopped speaking and winced slightly as his head started to hurt a little more.

"Are you okay, sire?" Tomax asked him worriedly.

"Yes, I've just got a headache from my concussion," he replied. He laid back and realized that was slightly dizzy as well.

Scarlett gazed at him a moment and then made a decision. Going to the intercom, she turned it on and asked for some painkillers to be brought in.

"I don't need painkillers, Scarlett," Serpentor protested, trying not to show that he was in pain.

"Yes, you do. And then you need to rest. You have a concussion and it needs to heal," she replied firmly as the door opened and a doctor came in carrying the pills and a glass of water.

Scarlett took them from him, thanked him, and gave them to Serpentor. He took them and settled back in the bed.

A few minutes later, the twins had left the room and Scarlett had snuggled up to Serpentor. "What's going to happen to Cobra, now?" she asked him softly.

"We recover from our injuries, rebuild and buy new vehicles and planes from Destro's MARS Industries and keep on doing what we do. It may take a little while before we're ready to start attacking again, but we will. We're down right now, but we are and never will be, out," he answered, stroking her hair.

She smiled. "And I'll be right here by your side through all of it; all the way to victory," she told him.

Serpentor was so happy, he felt as if he might burst. "Together forever?" He asked softly.

"Together forever," she answered. They kissed passionately and then drifted off to sleep in each other's arms.

* * *

Cobra wasn't the only ones who had to rebuild and regroup. The Joes had to as well. From their headquarters, to their vehicles and planes, to healing injuries, and new relationships, the Joes had to do it all.

And as was expected, most had trouble accepting Zarana at first, but it didn't take long for them to warm up to her. And it didn't take long for everyone to see how much in love she and Mainframe were, either. The one major drawback was Zartan and Zandar. As she had feared, they were livid when Zarana told them what had happened and that she was with the Joes and Mainframe. They called her a traitor and asked how she could throw away everything they had been through together for a Joe. With tears streaming down her face, she told them that she had to follow her heart.

They didn't seem to care and said she was their enemy before ending the transmission. Zarana had then broken down completely and cried for a long time.

"I've lost them forever!" she wailed.

"You don't know that," Mainframe told her, holding her close and stroking her hair. "They've had a big shock and need some time to digest all this. They may come around after a while."

Zarana raised her head and gazed at him. "I hope you're right," she said. "And one good thing is that their injuries are serious." Just before Zarana had dropped her bombshell, they had told her that Zartan had a mild concussion, and Zandar had several bruised ribs and a black eye. They both had bumps and scrapes as well, but those were very minor.

He nodded. "You're right. And you also have all the Joes too. We're all here for you."

"Even Duke?" She wanted to know. And for good reason. The Joe First Sergeant had a constant haunted look in his eyes and had been keeping to himself since they had gotten back to the Flagg.

"Yes, even Duke," he assured her. "He's going through a very rough time right now with Scarlett joining Cobra and falling for Serpentor and all. Just give him some time."

She nodded and snuggled against him again. "I love you, Mainframe," she murmured softly.

"I love you too, Zarana," he murmured back. They just held each other for a long time, just happy to be with each other. And despite her brothers' reactions, she knew she was right where she belonged.

Mainframe knew there would be more battles and hardships to come, most likely sooner than later knowing Cobra, but for now he was content to just hold the woman he loved with all his heart and soul. He knew that they could get through anything as long as they were together.

**The End**

* * *

**A/N:** So what did you think? Was the story good? I hoped everyone like it and will review on their way out!

**A/N 2:** Coming real soon: A story featuring the one and only Gamesmaster! So stay tuned!


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